Note: This document has been translated from a part of the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, the original
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
(Stock Exchange Code 9010)
May 31, 2022
To Shareholders with Voting Rights:
Koichiro Horiuchi
President and Representative Director
FUJI KYUKO CO., LTD.
2-1, Shin-nishihara 5-chome, Fujiyoshida-shi,
Yamanashi

NOTICE OF
THE 121st ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We cordially announce that the 121st Annual General Meeting of Shareholders of FUJI KYUKO CO., LTD.
(the “Company”) will be held for the purposes described below.
In lieu of attending the meeting in person, you may exercise your voting rights in writing or by the Internet,
etc. Please review the attached Reference Documents for the General Meeting of Shareholders and exercise
your voting rights after reading “Guidance for the Exercise of Voting Rights” on page 3. Your vote must be
received by 6 p.m. on Tuesday, June 21, 2022, Japan time.
1. Date and Time:
2. Place:

Wednesday, June 22, 2022, at 10 a.m. Japan time
(The reception desk opens at 9:00 a.m.)Highland Resort Hotel & Spa “Grand Banquet Fuji”
6-1, Shin-nishihara 5-chome, Fujiyoshida-shi, Yamanashi(By train, get off at the Fuji-Q Highland Station on the Fujikyuko Line)

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
121st Fiscal Year (April 1, 2021‒March 31, 2022) and results of audits by the
Accounting Auditor and the Board of Corporate Auditors of the Consolidated
Financial Statements
2. Non-consolidated Financial Statements for the Company’s 121st Fiscal Year
(April 1, 2021‒March 31, 2022)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Partial Amendment to the Articles of Incorporation
Proposal 3:
Election of Twelve (12) Directors
Proposal 4:
Election of Two (2) Corporate Auditors
Proposal 5:
Election of One (1) Substitute Corporate Auditor
4. Matters concerning the exercise of voting rights:(1) If you have exercised your voting rights both by sending the Voting Rights Exercise Form and via theInternet, the vote cast through the Internet shall be deemed valid.
(2) If you have exercised your voting rights via the Internet more than once, the latest vote shall bedeemed valid.
(3) In accordance with laws and regulations and Article 18 of the Company’s Articles of Incorporation,-1-

the “System to Ensure Business Appropriateness” and “Outline of the Status of Operation of the
System to Ensure Business Appropriateness” in the Business Report, the Consolidated Statement of
Changes in Equity, the Notes to the Consolidated Financial Statements, as well as the Statement of
Changes in Equity and the Notes to the Non-consolidated Financial Statements are not attached tothis notice of annual general meeting of shareholders and instead are provided on the Company’s
website (https://www.fujikyu.co.jp/soumu/investors/meeting.html). The Accounting Auditor and the
Corporate Auditors of the Company have audited the documents subject to audit including these
items that are posted on the Company’s website.
(4) Should the Reference Documents for the General Meeting of Shareholders, the Business Report, theConsolidated Financial Statements and the Non-consolidated Financial Statements require revisions,the revised versions will be posted on the Company’s website shown in (3) above.
⚫

Please see below for our measures against COVID-19.

Measures against the novel coronavirus (COVID-19)
1. Requests to shareholders
In order to reduce the risk of spreading COVID-19 by attending the meeting, we recommend that you
exercise your voting rights by mail or via the Internet, etc.

In particular, shareholders who are believed to be more vulnerable to COVID-19 such as elderly persons,those with underlying medical conditions and pregnant women are requested to make a careful judgment.
2. Requests to shareholders intending to attend the meeting
The Company’s officers and operating staff will wear masks. We appreciate your understanding.

Please check your health condition on the day of the meeting and take infection prevention measures
including wearing a mask.

We ask for your cooperation with body temperature measurements and hand disinfection at the reception.

Please note that we will deny entry of shareholders with body temperature higher than a set standard to themeeting venue.
3. Others
We will not have an informal gathering for shareholders.

Any change made to matters related to the meeting will be announced on the Company’s website.
https://www.fujikyu.co.jp/soumu/investors/meeting.html-2-Guidance for the Exercise of Voting Rights
1. Attending the Meeting
Please bring the enclosed Voting Rights Exercise Form with you and submit it at the reception desk.
Date and time of the Meeting: Wednesday, June 22, 2022, at 10 a.m. Japan time
2. Exercising voting rights by mailPlease indicate your vote for or against each proposal on the enclosed Voting Rights Exercise Form and returnit to us.
Exercise deadline: to be received by the Company by Tuesday, June 21, 2022, at 6 p.m. Japan time
3. Exercising voting rights via the Internet, etc.
(1) Scanning QR Code (via a smartphone)
Exercise deadline: Tuesday, June 21, 2022, at 6 p.m. Japan time
Scanning QR Code (via a smartphone): When using a smartphone, you can log into the voting website byscanning the QR Code printed on the enclosed Voting Rights Exercise Form (right side), without entering alogin ID and temporary password.
(2) Entering a login ID and temporary password (via a smartphone or PC, etc.)
Exercise deadline: Tuesday, June 21, 2022, at 6 p.m. Japan time
Entering a login ID and temporary password: The voting website on the Internet: https:// evote.tr.mufg.jp/
Notes on use of the voting website
Please be aware that you shall incur the fees and charges for accessing the voting site (Internet accessfees, phone charges and others).
For any inquiries about the use of the voting website, contact:
Toll-free number: 0120-173-027 (9 a.m.‒9 p.m.)
Stock Transfer Agency Department (Help Desk)
Mitsubishi UFJ Trust and Banking Corporation
To Institutional Investors:
The Company subscribes to the “ICJ Platform,” an electronic voting platform operated by ICJ, Inc.
End

-3-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

The Company proposes to pay a year-end dividend of ¥10 per share for the fiscal year ended March 31,
2022, while conforming to the basic policy of maintaining stable dividends and comprehensively taking
into account the business results and financial position for the fiscal year under review and other factors.
1)

Type of property for dividends
Cash

2)

Allotment of property for dividends and total amount thereof¥10 per share of the Company’s common stock
Total amount: ¥533,839,300

3)Effective date of distribution of surplus
June 23, 2022

-4-

Proposal 2:

Partial Amendment to the Articles of Incorporation

1. Reasons for Amendment
In association with the effectiveness as of September 1, 2022 of the amendment provided for in theproviso to Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies
Act (Act No. 70, 2019), the Company shall introduce a system for the electronic provisions ofreference documents for General Meetings of Shareholders and shall amend its Articles ofIncorporation as described below.
(1) The proposed amendment of Article 18, paragraph (1) shall provide that information that constitutes
the content of reference documents for the General Meeting of Shareholders, etc. be provided
electronically.
(2) The proposed amendment of Article 18, paragraph (2) shall establish a provision to limit the scope ofthe matters to be included in the documents to be delivered to shareholders who requested their
physical delivery.
(3) Disclosure and Deemed Provision of Reference Materials for the General Meeting of Shareholders
via the Internet (Article 18 of the current Articles of Incorporation) will become unnecessary, so it
shall be deleted.
(4) In association with the new establishment and deletion of the provisions as described above,
supplementary provisions related to the effective date, etc. shall be added.
2.

Details of amendment
Details of the amendment mentioned above are presented below.

Current Articles of Incorporation
Charter 3. General Meeting of Shareholders(Underlined parts indicate amended portions.)
Proposed Amendments
Charter 3. General Meeting of Shareholders

Articles 13.17. (Text omitted)

Articles 13.17. (Unchanged)(Disclosure and Deemed Provision ofReference Materials for the General
Meeting of Shareholders via the Internet)
Article 18.
In convening the General
Meeting of Shareholders, the Company
may deem that information regarding
matters that should be described or shownin the reference materials for the General
Meeting of Shareholders, business reports,financial documents and consolidated
financial documents has been provided tothe shareholders, if such information isdisclosed over the Internet in accordancewith the Ordinance of the Ministry ofJustice.
(Newly established)(Deleted)(Measures, etc. for the Electronic Provision ofInformation)
Article 18.
When convening a General
Meeting of Shareholders, the Company
shall take measures for the electronic
provision of information that constitutes
the content of reference documents for the
General Meeting of Shareholders.
2. Among the items to be provided
electronically, the Company may choose
not to include all or part of the items
stipulated in the Ministry of Justice Orderin the documents to be delivered toshareholders who requested their physicaldelivery by the record date for voting-5-

rights.

Articles 19.44. (Text omitted)(Newly established)

Articles 19.44. (Unchanged)(Supplementary Provisions)
Article 1. The deletion of Article 18 of the
Articles of Incorporation before amendment(Disclosure and Deemed Provision ofReference Materials for the General Meetingof Shareholders via the Internet) and new
establishment of Article 18 of the Articles ofIncorporation after amendment (Measures,etc. for the Electronic Provision ofInformation) shall come into effect on
September 1, 2022 (hereinafter referred to as
the “Enforcement Date”), which is the date ofenforcement of the amended provisions
stipulated in the proviso of Article 1 of the
Supplementary Provisions of the “ActPartially Amending the Companies Act” (ActNo. 70 of 2019).
2. Notwithstanding the provision of thepreceding paragraph, with regard to thegeneral meeting of shareholders that is held
within six (6) months from the Enforcement
Date, Article 18 of the Articles ofIncorporation before amendment shallremain effective.
3. These supplementary provisions shall bedeleted on the date that is six (6) months after
the Enforcement Date, or on the date whenthree (3) months have elapsed since the dateof the General Meeting of Shareholders set
forth in the preceding paragraph, whicheveris later.

-6-

Proposal 3:

Election of Twelve (12) Directors

The terms of office of all thirteen (13) Directors will expire at the conclusion of this Annual General
Meeting of Shareholders. Accordingly, the election of Twelve (12) Directors is proposed.
The candidates are as follows:[Reference] List of candidates
No.

Current positions at
the Company

Name

1

Reappointed

Koichiro Horiuchi

2
3
4
5
6

Reappointed

7

Newly appointed

8
9
10
11
12

Reappointed

Mamoru Ozaki
Yoshiki Sato
Tsutomu Nagaoka
Keiko Ohara
Hiroshi Shimizu
Yoshiteru
Yoneyama
Kaoru Suzuki
Hiroki Noda
Yoshiyuki Yamada
Katsuhiro Amano
Masao Amemiya

Reappointed
Reappointed
Reappointed
Reappointed

Reappointed
Reappointed
Newly appointed
Newly appointed

OutsideIndependent

OutsideIndependent

OutsideIndependent

OutsideIndependent

OutsideIndependent

OutsideIndependent

President andRepresentative
Director
Outside Director
Outside Director
Outside Director
Outside Director
Outside Director

Director
Director
Director

Attendance at theBoard of Directors’
meetings

9/9
8/9
9/9
9/9
9/9
7/7
9/9
9/9
9/9

(Note) Attendance at the Board of Directors’ meetings for Mr. Hiroshi Shimizu is only for the Board of Directors’ meetings held
after his election on June 18, 2021.
Reappointed
Newly appointed
OutsideIndependent

Candidate to be reappointed
Candidate to be newly appointed
Candidate for Outside Director
Candidate for Independent Director

-7-

No.

1

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1983
Joined the Long-Term Credit Bank Ltd. (currently Shinsei BankLtd.)
March 1988
Joined the Company
March 1988
General Manager, Corporate Planning Div. of the Company
Koichiro Horiuchi
June 1988
Managing Director of the Company(September 17, 1960) February 1989
Senior Managing Director of the Company
Representative Director; Senior Managing Director of theJune 1989
Company
To be reappointed
September 1989 President and Representative Director of the Company (topresent)
Number of the[Significant concurrent positions]Company’s shares・Representative Director, FJ Co., Ltd.
held: 467,246
・Representative Director, Highland Resort Hotel & Spa Co., Ltd.
Attendance at the ・Representative Director, Minobusan Ropeway Co., Ltd.
Board of Directors’ ・Chairman and Representative Director, Television Yamanashi Co., Ltd.
・President, Public Interest Incorporated Foundation Horiuchi Koankai
meetings: 9/9
・Outside Auditor, The Yamanashi Chuo Bank, Ltd.
・Chairman and Representative Director, FUJI mineral water Co., Ltd.
・Chairman and Representative Director, Pica Corporation

Reasons for selecting the candidate for Director
As President of the Company, Koichiro Horiuchi has long engaged in the overall management of theCompany, thereby acquiring significant experience. In addition, he has a broad network of personal
contacts and deep insight through his experience of taking important posts, including Chairman of the
Nihon Bus Association. For these reasons, he is judged as qualified to be nominated again for
Director.

-8-

No.

Name
(Date of birth)
April 1958
April 1975
Mamoru Ozaki(May 20, 1935)
To be reappointed
OutsideIndependent
Number of theCompany’s shares
held: 0Attendance at theBoard of Directors’
meetings: 8/9

July 1980
June 1983
June 1984
December 1988
June 1991
June 1992
May 1994
October 1999

February 2003
June 2003

Past experience, positions, responsibilities
and significant concurrent positions
Joined the Ministry of Finance (Research Division, Tax Bureau)
Councilor, Embassy of Japan in United States of America,
Ministry of Foreign Affairs of Japan
Secretary to the Prime Minister
Director of Administration and Legal Division, Minister’s
Secretariat, Ministry of FinanceDirector-General of Kinki Local Finance Bureau, Ministry of
Finance
Director-General of Tax Bureau, Ministry of FinanceCommissioner, National Tax Agency
Administrative Vice Minister, Ministry of Finance (resigned
from the position in June 1993)
Governor & CEO, People’s Finance Corporation (currently
Japan Finance Corporation)
Governor & CEO, National Life Finance Corporation (currently
Japan Finance Corporation) (resigned from the position in
January 2003)
Executive Advisor, Yazaki Corporation (resigned from theposition in February 2018)
Director of the Company (to present)

2

Reasons for selecting the candidate for Outside Director and expected roles
Mamoru Ozaki once held important positions, including Administrative Vice Minister, at the
Ministry of Finance. After leaving the ministry, he has been involved in corporate management,
accumulating considerable experience in various fields. We believe that he will utilize such
experience to provide appropriate advice on the overall matters of corporate management froman objective standpoint independent from the Company’s officers responsible for businessexecution, thereby further reinforcing the Company’s management structure. For these reasons,he is judged as qualified to be nominated for Outside Director.
Special notes regarding the candidate for Outside Director
Mamoru Ozaki satisfies the criteria for independent directors as set forth by the regulations of theTokyo Stock Exchange, and the Company has registered him with the Exchange as an independent
director. If his election is approved as originally proposed, the Company continues to register him as
an independent director.
Mamoru Ozaki served as Executive Advisor of Yazaki Corporation during the period from February
2003 to February 2018, however, there is no trading relationship between said company and theCompany.

-9-

No.

3

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 2003
Executive Officer, Asahi Mutual Life Insurance Company
April 2004
Managing Executive Officer, Asahi Mutual Life Insurance
Yoshiki Sato
Company(December 5, 1949)
July 2004
Director and Managing Executive Officer, Asahi Mutual Life
Insurance Company
To be reappointed
July 2008
Representative Director and President, Asahi Mutual Life
OutsideInsurance Company
Independent
June 2015
Director of the Company (to present)
April 2017
Representative Director and Chairman, Asahi Mutual Life
Number of the
Insurance Company
Company’s shares
April 2019
Director and Chairman, Asahi Mutual Life Insurance Company
held: 0July 2021
Special Advisor, Asahi Mutual Life Insurance Company (topresent)
Attendance at the[Significant concurrent positions]Board of Directors’・Special Advisor, Asahi Mutual Life Insurance Company
meetings: 9/9
・External Director (Audit and Supervisory Committee Member), ADEKACORPORATION
・Outside Auditor, Nippon Light Metal Holdings Company, Ltd.
Reasons for selecting the candidate for Outside Director and expected roles
Yoshiki Sato currently serves as Special Advisor of Asahi Mutual Life Insurance Company, withconsiderable experience in corporate management. We believe that he will utilize his highly
professional experience in business management to provide appropriate advice on the overall
matters of corporate management from an objective standpoint independent from theCompany’s officers responsible for business execution, thereby further reinforcing theCompany’s management structure. For these reasons, he is judged as qualified to be nominatedfor Outside Director.
Special notes regarding the candidate for Outside Director
Yoshiki Sato satisfies the criteria for independent directors as set forth by the regulations of the Tokyo
Stock Exchange, and the Company has registered him with the Exchange as an independent director.
If his election is approved as originally proposed, the Company continues to register him as anindependent director.

- 10 -

No.

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
Tsutomu Nagaoka April 2007
Executive Officer, TOKYO DOME CORPORATION(November 23, 1955) April 2009Managing Executive Officer, TOKYO DOME CORPORATION
April 2012Managing Director and Executive Officer, TOKYO DOME
To be reappointed
CORPORATION
OutsideApril 2014
Senior Managing Director and Executive Officer, TOKYO
Independent
DOME CORPORATION
April 2016
Representative Director, President and COO, TOKYO DOME
Number of the
CORPORATION
Company’s shares
June 2019
Director of the Company (to present)
held: 0April 2022
Representative Director President and COO, TOKYO DOMECORPORATION (to present)
Attendance at the [Significant concurrent positions]Board of Directors’ ・Representative Director, President and COO, TOKYO DOME CORPORATION
meetings: 9/9

4
Reasons for selecting the candidate for Outside Director and expected roles
Tsutomu Nagaoka currently serves as Representative Director, President and COO of TOKYODOME CORPORATION, with considerable experience in tourism. We believe that he will utilize hishighly professional experience in business management to provide appropriate advice on theoverall matters of corporate management from an objective standpoint independent from theCompany’s officers responsible for business execution, thereby further reinforcing theCompany’s management structure. For these reasons, he is judged as qualified to be nominatedfor Outside Director.
Special notes regarding the candidate for Outside Director
Tsutomu Nagaoka satisfies the criteria for independent directors as set forth by the regulations of theTokyo Stock Exchange, and the Company has registered him with the Exchange as an independent
director. If his election is approved as originally proposed, the Company continues to register him as
an independent director.

- 11 -

No.

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
Keiko Ohara
April 1988
Registered as a lawyer (Dai-Ichi Tokyo Bar Association)(October 18, 1959) April 1988
Joined Komatsu Sogo Law Firm (currently Komatsu & Koma
Law Firm)
To be reappointed
September 1992 Joined New York Office of Weil, Gotshal & Manges LLP.
OutsideAugust 1993
Registered as a lawyer (State of New York)
Independent
October 1993
Returned to Komatsu & Koma Law Firm
February 2000
Founding Partner, Kamiyacho International Law Office (toNumber of thepresent)
Company’s shares
March 2017
Auditor, Save the Children Japan (to present)
held: 0June 2019
Director of the Company (to present)[Significant concurrent positions]
Attendance at the ・Partner, Kamiyacho International Law Office
Board of Directors’ ・Director, Member of the board (Independent), Financial Products Group Co., Ltd.
meetings: 9/9
・External Audit & Supervisory Board Member, TAISEI CORPORATION

5
Reasons for selecting the candidate for Outside Director and expected roles
Keiko Ohara has highly professional knowledge and abundant international experience as alawyer. We believe that she will utilize her knowledge and experience to provide appropriate
advice on the overall matters of corporate management from an objective standpoint
independent from the Company’s officers responsible for business execution, thereby further
reinforcing the Company’s management structure. For these reasons, she is judged as qualified
to be nominated for Outside Director.
Special notes regarding the candidate for Outside Director
Keiko Ohara satisfies the criteria for independent directors as set forth by the regulations of the Tokyo
Stock Exchange, and the Company has registered her with the Exchange as an independent director.
If her election is approved as originally proposed, the Company continues to register her as anindependent director.

- 12 -

No.

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
Hiroshi Shimizu
March 2009
Executive Officer, Nippon Life Insurance Company(January 30, 1961) March 2012Managing Executive Officer, Nippon Life Insurance Company
July 2013
Director and Managing Executive Officer, Nippon LifeTo be reappointed
Insurance Company
OutsideJuly 2014
Managing Executive Officer, Nippon Life Insurance Company
Independent
March 2016
Senior Managing Executive Officer, Nippon Life Insurance
Company
Number of theJuly 2016
Director and Senior Managing Executive Officer, Nippon Life
Company’s shares
Insurance Company
held: 0April 2018
President, Nippon Life Insurance Company (to present)
June 2021
Director of the Company (to present)
Attendance at the[Significant concurrent positions]Board of Directors’ ・President, Nippon Life Insurance Company
meetings: 7/7
・Outside Director, Tokyu Corporation

6
Reasons for selecting the candidate for Outside Director and expected roles
Hiroshi Shimizu has considerable experience in corporate management as is seen by the fact that heis currently assigned as President of Nippon Life Insurance Company. We believe that he will utilize
his highly professional experience in corporate management to provide appropriate advice on theoverall matters of corporate management from an objective standpoint independent from theCompany’s officers responsible for business execution, thereby further reinforcing the Company’s
management structure. For these reasons, he is judged as qualified to be nominated for Outside
Director.
Special notes regarding the candidate for Outside Director
Since Hiroshi Shimizu satisfies the criteria for independent directors as set forth by the regulations of
the Tokyo Stock Exchange, the Company has registered him as an independent director. If his election
is approved as originally proposed, the Company intends to register him again as an independent
director.

- 13 -

No.

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
Yoshiteru Yoneyama July 2002
Director, Fukoku Mutual Life Insurance Company(June 23, 1950)
July 2005
Managing Director, Fukoku Mutual Life Insurance Company
April 2009
Directors and Managing Executive Officer, Fukoku Mutual LifeTo be newly
Insurance Company
appointed
July 2010
President and Chief Executive Officer, Fukoku Mutual Life
OutsideInsurance Company (to present)
Independent[Significant concurrent positions]
・President and Chief Executive Officer, Fukoku Mutual Life Insurance Company
・Outside Director, Imperial Hotel, Ltd. (to be appointed in June, 2022)
Number of theCompany’s shares
held: 07
Reasons for selecting the candidate for Outside Director and expected roles
Yoshiteru Yoneyama has considerable experience in corporate management as is seen by thefact that he is currently assigned as President and Chief Executive Officer of Fukoku Mutual Life
Insurance Company. We believe that he will utilize his highly professional experience incorporate management to provide appropriate advice on the overall matters of corporate
management from an objective standpoint independent from the Company’s officers responsible
for business execution, thereby further reinforcing the Company’s management structure. For
these reasons, he is judged as qualified to be nominated for Outside Director.
Special notes regarding the candidate for Outside Director
Yoshiteru Yoneyama satisfies the criteria for independent directors as set forth by the regulations of
the Tokyo Stock Exchange, and the Company has registered him with the Exchange as an independent
director. If his election is approved as originally proposed, the Company registers him as anindependent director.

- 14 -

No.

Name(Date of birth)
February 1984
Kaoru Suzuki
January 1999
(September 13, 1958) August 20088

To be reappointed

February 2010

Number of theCompany’s shares
held: 5,400

June 2012
June 2014
June 2014

Attendance at theBoard of Directors’
meetings: 9/9

December 2014
June 2015
June 2020

Past experience, positions, responsibilities
and significant concurrent positions
Joined Fujikyu Corporation (currently FJ Co., Ltd.)
Joined the Company
Manager, General Affairs Div., and Manager, Planning Div. of
the Company
Chief of the Sales Promotion Section and Manager, Planning
Div. of the Company
Executive Officer of the Company (to present)
Director of the Company (to present)
Chief of the Sales Promotion Section and General Manager,
Planning Div. of the Company
General Manager, Publicity Div., and General Manager,
Planning Div. of the Company
General Manager, Publicity Div., and in charge of Planning Div.
of the Company
General Manager, Publicity Div. of the Company (to present)

Reasons for selecting the candidate for Director
Kaoru Suzuki has accumulated considerable experience by having long engaged in the planning andpublicity divisions of the Company and by serving as General Manager of Publicity Div. As a
Director, he has taken an active role in the discussions at meetings of the Board of Directors. These
achievements make him judged as qualified to be nominated again for Director.

- 15 -

No.

Name(Date of birth)
April 1990
July 2005

April 2007

9

Hiroki Noda
(March 28, 1967)

April 2008

To be reappointed

July 2010

Number of theCompany’s shares
held: 100

July 2013

Attendance at theBoard of Directors’
meetings: 9/9

April 2015

October 2013

April 2018
April 2020
June 2020
June 2020
June 2020
April 2022

Past experience, positions, responsibilities
and significant concurrent positions
Joined the Industrial Bank of Japan (currently Mizuho Financial
Group, Inc.)
Associate Director-General, Planning Promotion Department
No.1, Mizuho Corporate Bank, Ltd. (currently Mizuho Bank,
Ltd.)
Senior Assistant Manager, Corporate Banking Department
No.14, Mizuho Corporate Bank, Ltd. (currently Mizuho Bank,
Ltd.)
Chief Relationships Manager, Corporate Banking Department
No.6, Mizuho Corporate Bank, Ltd. (currently Mizuho Bank,
Ltd.)
Senior Credit Officer, Corporate Credit Department, Mizuho
Corporate Bank, Ltd. (currently Mizuho Bank, Ltd.)
Credit Assessor, Corporate Credit Department No.1, Mizuho
Bank, Ltd.
Deputy General Manager, Large Enterprise Operation
Department, Mizuho Bank, Ltd.
General Manager, Corporate Banking Department No.1, Mizuho
Bank, Ltd.
General Manager, Fukuoka Corporate Banking Department,
Mizuho Bank, Ltd.
Joined the Company
Director of the Company (to present)
Executive Officer of the Company (to present)
General Manager, President Office and in charge of Marketing
Div. of the Company
Manager, Operations Div. of the Company and in charge ofMarketing Div. of the Company (to present)

Reasons for selecting the candidate for Director
Hiroki Noda currently serves as Manager, Operations Div. of the Company and has accumulated
considerable experience through years of work at financial institutions before joining the Company.
As a Director, he has taken an active role in the discussions at meetings of the Board of Directors.
These achievements make him judged as qualified to be nominated again for Director.

- 16 -

No.

Name(Date of birth)
Yoshiyuki Yamada(October 21, 1962)
To be reappointed
Number of theCompany’s shares
held: 3,200

10

Past experience, positions, responsibilities
and significant concurrent positions
April 1989
Joined Fujikyu Corporation (currently FJ Co., Ltd.)
February 2000
Joined the Company
August 2011
Manager, Planning Div. and Manager, Sales Promotion Sectionof the Company
November 2013 Manager, Group Business Div. of the Company
December 2014 Manager, Planning Div. of the Company
June 2015
Executive Officer of the Company (to present)
June 2015
General Manager, Planning Div. of the Company (to present)
June 2020
Director of the Company (to present)

Attendance at theBoard of Directors’
meetings: 9/9

Reasons for selecting the candidate for Director
Yoshiyuki Yamada has accumulated considerable experience by having long engaged in the planning
division, as well as serving as General Manager of Planning Div., and taken an active role as a Directorof the Company in the discussions at meetings of the Board of Directors. These achievements makehim judged as qualified to be nominated again for Director.

- 17 -

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
March 1985
Joined the Company
September 2013 General Manager status of the Company
Katsuhiro Amano(November 13, 1962) June 2016
President and Representative Director, Highland Resort Hotel &Spa Co., Ltd.
To be newly appointed May 2017
President and Representative Director, Hotel Fujikyu Co., Ltd.
June 2017
Executive Officer of the Company (to present)
Number of theJune 2017Manager, Group Business Div. of the Company
Company’s shares
Manager, Operations Div. of the Company
April 2018
held: 3,900
June 2020
President and Representative Director, Pica Corporation (to11present)[Significant concurrent position]
・President and Representative Director, Pica Corporation

No.

Reasons for selecting the candidate for Director
Katsuhiro Amano has accumulated considerable experience by having long engaged in managementof the group companies, and taken an active role as an Executive Officer of the Company in thediscussions at meetings of the Board of Executive Officers. These achievements make him judged as
qualified to be newly nominated for Director.

- 18 -

No.

Name(Date of birth)
March 1987
June 2014
June 2016
To be newly appointed February 2017
May 2017
Masao Amemiya(April 28, 1963)

Number of theCompany’s shares
held: 2,900
12May 2017
June 2019
June 2019

Past experience, positions, responsibilities
and significant concurrent positions
Joined the Company
General Manager, Human Resources Div. of the Company
Manager, Transportation Business Div. of the Company
Manager, Group Business Div. of the Company
President and Representative Director, Gakunan Railway Co.,Ltd..
President and Representative Director, Gakunan Electric Train
Co., Ltd
Executive Officer of the Company (to present)
Manager, Operations Div. of the Company (to present)

Reasons for selecting the candidate for Director
Masao Amemiya has accumulated considerable experience by having long engaged in thetransportation division and general affair / human resources division of the Company, as well as
serving as Manager of Operations Div., and taken an active role as an Executive Officer of theCompany in the discussions at meetings of the Board of Executive Officers. These achievements makehim judged as qualified to be newly nominated for Director.
Notes:
1.

2.
3.
4.
5.

6.

7.

8.

The Company has business relationships with FJ Co., Ltd., and Public Interest Incorporated Foundation Horiuchi
Koankai relating to real estate rental and the outsourcing of business.
FJ Co., Ltd. engages in the golf course and real estate businesses, which fall under the same categories of businesses
operated by the Company.
Minobusan Ropeway Co., Ltd. operates the cableway business, which falls under the same category of a business
operated by the Company.
The Company has a business relationship with FUJI mineral water Co., Ltd., relating to the purchase of articles, realestate rental and lending of funds.
The Company has a business relationship with Nippon Life Insurance Company and Fukoku Mutual Life Insurance
Company relating to the borrowing of funds.
Messrs. Mamoru Ozaki, Yoshiki Sato, Tsutomu Nagaoka, Hiroshi Shimizu, and Yoshiteru Yoneyama and Ms. Keiko
Ohara are candidates for Outside Director as stipulated in Article 2, Paragraph 3, Item 7, of the Ordinance for
Enforcement of the Companies Act.
Number of years in office of candidates as Outside Directors:
As of June 2022, Messrs. Mamoru Ozaki, Yoshiki Sato, Tsutomu Nagaoka and Hiroshi Shimizu, and Ms. Keiko Ohara
will have been in the position for 19 years, seven years, three years, one year and three years, respectively.
Pursuant to Article 427, Paragraph 1, of the Companies Act, Messrs. Mamoru Ozaki, Yoshiki Sato, Tsutomu Nagaoka
and Hiroshi Shimizu, and Ms. Keiko Ohara, and the Company have an agreement to limit the liability for damagesprescribed in Article 423, Paragraph 1, of said Act. The maximum amount of liability pursuant to the agreement is theamount stipulated by law. If the reelection of Messrs. Ozaki, Sato, Nagaoka and Shimizu, and Ms. Ohara is approved,
the Company will continue said agreement with them. Also, if the election of Mr. Yoshiteru Yoneyama is approved, theCompany will conclude an agreement to limit the liability for damages where the maximum amount of liability is theamount stipulated by law.
The Company has a directors and officers liability insurance agreement that insures all Directors. The said agreement
covers damages that may arise from the insured Directors assuming liability in connection with the execution of theirduties or receiving claims pertaining to the pursuit of such liability. If the election of each candidate is approved, they
will be insured under said agreement. The Company intends to renew said agreement in June 2022.

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[Reference] Skills Matrix of Directors
If the candidates are elected as originally proposed, the following table would be the skills matrix of the directors.
Name
Koichiro Horiuchi
Mamoru Ozaki
Yoshiki Sato
Tsutomu Nagaoka
Keiko Ohara
Hiroshi Shimizu
Yoshiteru Yoneyama
Kaoru Suzuki
Hiroki Noda
Yoshiyuki Yamada
Katsuhiro Amano
Masao Amemiya

OutsideOutsideOutsideOutsideOutsideOutsideKnowledge ofCorporate
Management

Expertise of Laws,
Finance/Accounting,and Government

●

●
●
●
●
●
●
●

Independent
Independent
Independent
Independent
Independent
Independent- 20 -

●
●
●
●
●
●
●
●
●

●

Knowledge ofMain Business
Areas of the
Fujikyu Group
●
●
●
●
●
●
●
●
●
●
●
●

Election of Two (2) Corporate Auditors

Proposal 4:

The term of office of Corporate Auditor Masayuki Kobayashi will expire at the conclusion of this Annual
General Meeting of Shareholders. Accordingly, the election of two (2) new Corporate Auditors is proposed.
The Board of Corporate Auditors has previously given its approval to this proposal.
The candidates are as follows:
No.

Name
(Date of birth)
March 1981
August 2010
June 2012
Masanori Hirose
June 2012(March 7, 1958)
June 2013
June 2014
To be newly appointed June 2015
June 2015
Number of theCompany’s shares
June 2018
held: 4,420
June 2018

1

Attendance at theBoard of Directors’
meetings: 9/9

June 2019
June 2019
June 2019

June 2020

Past experience, positions, responsibilities
and significant concurrent positions
Joined the Company
General Manager status of the Company
Executive Officer of the Company
Manager, Transportation Business Div. of the Company
President and Representative Director, Fujikyu Sales Co., Ltd.
President and Representative Director, Fuji Express Co., Ltd.
Executive Officer of the Company
General Manager, Audit Section and General Manager, General
Affairs Div. of the Company
Director of the Company
General Manager, General Affairs Div. and General Manager,
Human Resources Div. of the Company
Managing Director of the Company (to present)
Managing Executive Officer of the Company (to present)
General Manager, Audit Section, General Manager, General
Affairs Div. and General Manager, Human Resources Div. of theCompany
General Manager, Audit Section, General Manager, General
Affairs Div. of the Company (to present)

Reasons for selecting the candidate for Corporate Auditor
Masanori Hirose has accumulated considerable experience by having long engaged in the generalaffairs division, transportation division and management of the group companies, as well as serving
as General Manager of Audit Section and General Manager of General Affairs Div., and taken an
active role as a Director of the Company in the discussions at meetings of the Board of Directors.
These achievements make him judged as qualified to be newly nominated for Auditor.

- 21 -

No.

2

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
Minao Aikawa
March 1984
Joined the Company(February 9, 1962)
August 2011
General Manager, Management & Administration Div. of theCompany
To be newly appointed September 2013 Temporarily seconded to FJ Co., Ltd.
June 2018
Executive Officer of the Company (to present)
Number of theJune 2018
General Manager, Management & Administration Div. of theCompany’s sharesCompany (to present)
held: 4,300
June 2019
Director of the Company (to present)
Attendance at theBoard of Directors’
meetings: 9/9

Reasons for selecting the candidate for Auditor
Minao Aikawa has accumulated considerable experience by having long engaged in the accounting
division of the Company and by serving as General Manager of Management & Administration Div.,and taken an active role as a Director of the Company in the discussions at meetings of the Board of
Directors. These achievements make him judged as qualified to be newly nominated for Auditor.
Notes:
1.

2.

3.

Mr. Masanori Hirose is a candidate for Corporate Auditor. The term of office of Managing Director and Managing
Executive Officer Mr. Masanori Hirose will expire at the conclusion of this Annual General Meeting of Shareholders.
Accordingly, Mr. Hirose will resign his office as Managing Director and Managing Executive Officer.
Mr. Minao Aikawa is a candidate for Corporate Auditor. The term of office of Director and Executive Officer Mr. Minao
Aikawa will expire at the conclusion of this Annual General Meeting of Shareholders. Accordingly, Mr. Aikawa will
resign his office as Director and Executive officer.
The Company has a directors and officers liability insurance agreement that insures all Corporate Auditors. The said
agreement covers damages that may arise from the insured Corporate Auditors assuming liability in connection with theexecution of their duties or receiving claims pertaining to the pursuit of such liability. If Mr. Masayuki Kobayashi
assumes the office of Corporate Auditor, he will be insured under said agreement. The Company intends to renew said
agreement in June 2022.

- 22 -

Proposal 5:

Election of One (1) Substitute Corporate Auditor

At the opening of this General Meeting of Shareholders, the effect of the election expires for SubstituteCorporate Auditor Mr. Kikuji Sakurai. Accordingly, the election of one (1) Substitute Corporate Auditor is
proposed to prepare for cases where the number of Corporate Auditors falls below the number stipulated bylaws and regulations.
The Board of Corporate Auditors has previously given its approval to this proposal.
The candidate is as follows:
Name(Date of birth)

Past experience, positions
and significant concurrent positions
April 1995
Registered as a lawyer (Dai-Ichi Tokyo Bar Association)
April 2004
Civil Conciliation Commissioner, Tokyo Summary Court (topresent)
November 2013 Special Committee Member, Dispute Reconciliation Committee
for Nuclear Damage Compensation, Ministry of Education,
Culture, Sports, Science and Technology (to present)
April 2014
Vice-President, Dai-Ichi Tokyo Bar Association
May 2020
Established Ginza Imperial Law Office (Partner) (to present)
March 2021
Delegate, Japan Federation of Bar Associations
Kikuji Sakurai(September 18, 1956) [Significant concurrent positions]
・Partner, Ginza Imperial Law OfficeOutsideIndependent
Reasons for selecting the candidate for Substitute Corporate Auditor
Kikuji Sakurai has specialized, highly professional knowledge andNumber of theabundant experience as a lawyer. We believe that he will provide guidanceCompany’s shares
and audit from an objective and neutral standpoint by utilizing his knowledge
held: 0and experience, and therefore he is judged as qualified to be newly nominatedfor Substitute Outside Corporate Auditor.
Special notes regarding the candidate for Substitute Corporate Auditor
Kikuji Sakurai satisfies the criteria for independent auditors as set forth by theregulations of the Tokyo Stock Exchange, and the Company intends to register
him with the Exchange as an independent auditor if he assumes office ofCorporate Auditor.
Notes:
1.
2.

3.

Mr. Kikuji Sakurai is a candidate for Outside Substitute Corporate Auditor.
If Mr. Kikuji Sakurai assumes the office of Corporate Auditor, pursuant to Article 427, Paragraph 1, of the Companies
Act, the Company will have an agreement with him to limit the liability for damages prescribed in Article 423, Paragraph
1, of said Act. The maximum amount of liability pursuant to the agreement is the amount stipulated by law.
The Company has a directors and officers liability insurance agreement that insures all Corporate Auditors. The said
agreement covers damages that may arise from the insured Corporate Auditors assuming liability in connection with theexecution of their duties or receiving claims pertaining to the pursuit of such liability. If Mr. Kikuji Sakurai assumes
the office of Corporate Auditor, he will be insured under said agreement. The Company intends to renew said agreementin June 2022.

- 23 -