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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 9010)
June 3, 2016
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 115TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 115th Annual General Meeting of Shareholders of FUJI KYUKO
CO., LTD. (the “Company”). The meeting will be held for the purposes described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing or by electromagnetic
means, such as the Internet. Please review the attached Reference Documents for the General Meeting of
Shareholders, and indicate your vote for or against each proposal on the enclosed Voting Rights Exercise
Form and return it to us or cast your vote on the voting website designated by the Company after reading“Guidance for the Exercise of Voting Rights via the Internet” on page 2. Either way, your vote must be
received by 6 p.m. on Wednesday, June 22, 2016, Japan time.
1. Date and Time:Thursday, June 23, 2016, at 10 a.m. Japan time

2. Place:

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:s
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’
115th Fiscal Year (April 1, 2015‒March 31, 2016) and results of audits by
the Accounting Auditor and the Board of Corporate Auditors of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 115th Fiscal Year
(April 1, 2015‒March 31, 2016)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Seven (7) Directors
Proposal 2:
Election of One (1) Corporate Auditor
Proposal 3:
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.
When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception

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

desk.
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 (http://www.fujikyu.co.jp/).

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Guidance for the Exercise of Voting Rights via the Internet
Exercise of voting rights via the Internet should be done by accessing the voting website designated by theCompany and casting your vote upon understanding of the following matters.
Any inquiries about the use of the voting website should be directed to the Help Desk shown below.
If you attend the shareholders’meeting in person, voting via the Voting Rights Exercise Form or the Internet isunnecessary.
1. Voting website
The voting website on the Internet: http://www.evote.jp/(1) Exercise of voting rights via the Internet is only possible by accessing the above voting website
through a computer, a smartphone or a mobile phone (i-mode, EZweb or Yahoo! Keitai).* (However,this voting service is not available from 2 a.m. to 5 a.m. each day.)(2) The exercise of voting rights through a computer or a smartphone might not be possible, depending on
your system environment for using the Internet, in such cases that an antivirus software is in operation,
the proxy server is in use and/or TLS-encrypted communication is not available.
(3) For the exercise of voting rights via a mobile phone, please use any of the services of i-mode, EZweb
or Yahoo! Keitai. For security reasons, the voting system is available only through models that allow
TSL-encrypted communication and transmission of information on mobile phones.
(4) You will be able to exercise your voting rights via the Internet up to 6 p.m. on Wednesday, June 22,2016. However, we would be grateful if you would exercise your voting rights as early as possible.
Note: “i-mode,”“EZweb”and “Yahoo!”are trademarks or registered trademarks of NTT DOCOMO
INC., KDDI CORPORATION and Yahoo! Inc., respectively.

2. Exercise of voting rights via the Internet(1) Please enter the “Login ID” and “Temporary Password,” which are shown on the enclosed Voting
Rights Exercise Form, and vote for or against each proposal in accordance with the on-screen
instructions.
(2) To prevent unauthorized access by third parties other than the Company’s shareholders and thealteration of votes, the voting site will request a user to change his/her “Temporary Password.”(3) Shareholders will be notified of a new “Login ID” and “Temporary Password” each time ashareholders’meeting is convened.

3. Handling of multiple votes(1) If you have exercised your voting rights both by sending the Form for Exercising Voting Rights andvia the Internet, those exercised via the Internet will be taken as valid.
(2) If you have exercised your voting rights multiple times on the Internet, the final vote will be deemedvalid. If you have cast multiple votes by using two or more of a computer, a smartphone or a mobile
phone, the final vote will be deemed valid.

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Please be aware that you shall incur the fees and charges for accessing the voting site (Internet accessfees, phone charges and others). If you access said website by mobile phone, you shall also incur the
packet communication fees and other charges related to the use of the mobile phone.

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

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

Appropriation of Surplus

While conforming to the basic policy of maintaining stable dividends, the Company would like to offer acommemorative dividend of one yen per share as part of its year-end dividend for the fiscal year ended
March 31, 2016, to celebrate the Company’s 90th anniversary, which will occur in September 2016, andextend our appreciation to shareholders. Combined with an ordinary dividend of six yen per share, it is
proposed to pay a year-end dividend of seven yen per share for the fiscal year under review.

1)

Type of property for dividends
Cash

2)

Allotment of property for dividends and total amount thereof¥7 per share of the Company’s common stock
Total amount: ¥747,246,850

3)Effective date of distribution of surplus
June 24, 2016

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Proposal 2:

Election of Seven (7) Directors

The terms of office of seven (7) Directors— Koichiro Horiuchi, Tetsuo Horiuchi, Ikuo Uno, Kazunari
Wada, Osamu Katsumata, Hisao Takabe and Kaoru Suzuki— will expire at the conclusion of this Annual
General Meeting of Shareholders. Accordingly, the election of seven (7) Directors is proposed.
The candidates are as follows:
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
General Manager, Corporate Planning Div. of the Company
June 1988
Managing Director of the Company
February 1989
Senior Managing Director of the Company
Koichiro Horiuchi
Representative Director; Senior Managing Director of theJune 1989
Company(September 17, 1960)
September 1989 President and Representative Director of the Company (topresent)
To be reappointed[Significant concurrent positions]・Representative Director, FJ Co., Ltd.
Number of theCompany’s shares ・Representative Director, Highland Resort Hotel & Spa Co., Ltd.
・Representative Director, Minobusan Ropeway Co., Ltd.
held: 126,302
・Chairman and Representative Director, Television Yamanashi Co., Ltd.
・President, Public Interest Incorporated Foundation Horiuchi Koankai
・Outside Director, MARUI GROUP Co., Ltd.
・Outside Auditor, The Yamanashi Chuo Bank, Ltd.
・Chairman and Representative Director, FUJI mineral water Co., Ltd.
Reasons for selecting the candidate for Director
As President of the Company, Koichiro Horiuchi has long engaged in the overall management of
the Company, 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.

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No.

Name
(Date of birth)
June 1996

June 1998

Tetsuo Horiuchi(February 12, 1948)
To be reappointed

2

Number of theCompany’s shares
held: 12,000

June 2000
July 2000
April 2004
June 2004
June 2005
December 2005
July 2006
June 2008
April 2010
June 2012

Past experience, positions, responsibilities
and significant concurrent positions
Director-General, Niigata District Transport Bureau, Ministry ofTransport (currently Ministry of Land, Infrastructure, Transport
and Tourism)
Director, Information Management Div., Transport Policy
Bureau, Ministry of Transport
Resigned from the Ministry of Transport
Auditor, Honshu-Shikoku Bridge Authority
Advisor of the Company
Director of the Company
Managing Director of the Company
General Manager, Transportation Business Div. of the Company
In charge of Transportation Business Div. of the Company
Senior Managing Director of the Company
General Manager, Transportation Business Div. of the Company
Senior Executive Officer of the Company

June 2014

Vice-president and Representative Director of the Company (topresent)
General Manager, Transportation Business Div.; In charge ofJune 2015
Audit Section; In charge of General Affairs Div.; In charge ofPurchasing Div.; In charge of Compliance Div. (to present)[Significant concurrent positions]
・President and Representative Director, Fujikyu Shonan Bus Co., Ltd.
・President and Representative Director, Fujigokokisen Co., Ltd.
・President and Representative Director, Fujikyu Auto Service Co., Ltd.
・President and Representative Director, Fujikisen Co., Ltd.
・Chairman and Representative Director, Fujikyu Yamanashi Bus Co., Ltd.

Reasons for selecting the candidate for Director
Tetsuo Horiuchi has considerable experience and expertise accumulated through his long years ofservice at the Ministry of Transport. Since joining the Company, he has taken charge of thetransportation business and engaged in the overall management of the Company as Vice-president
and Representative Director. These achievements make him judged as qualified to be nominatedagain for Director.

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No.

3

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
July 1986
Director, Nippon Life Insurance Company
March 1989
Managing Director, Nippon Life Insurance Company
March 1992
Senior Managing Director, Nippon Life Insurance Company
March 1994
Executive Vice President, Nippon Life Insurance Company
April 1997
President, Nippon Life Insurance Company
Ikuo Uno
June 1998
Director of the Company (to present)(January 4, 1935)
April 2005
Chairman, Nippon Life Insurance Company
To be reappointed
April 2011
Executive Advisor to the Board, Nippon Life Insurance
Company
Number of theJuly 2015
Executive Advisor, Nippon Life Insurance Company (to present)
Company’s shares[Significant concurrent positions]
held: 0・Executive Advisor, Nippon Life Insurance Company
・Outside Auditor, Odakyu Electric Railway Co., Ltd.
・External Audit & Supervisory Board member, Tohoku Electric Power Co., Inc.
・Outside Corporate Auditor, Sumitomo Mitsui Financial Group・Outside Member of the Board of Directors, Toyota Motor Corporation
Reasons for selecting the candidate for Outside Director
Ikuo Uno has considerable experience in corporate management as is seen by the fact that he iscurrently assigned as an Executive Advisor of Nippon Life Insurance Company. We believe hishighly professional experience in corporate management will enable him 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 theCompany’s management structure. For these reasons, he is judged as qualified to be nominated for
Outside Director.
April 1977
July 2004
February 2005
December 2005
June 2006

4

Joined the Company
General Manager status of the Company
Kazunari Wada
Manager, Finance & Accounting Div. of the Company(February 15, 1955)
Manager, Management & Administration Div. of the Company
General Manager, Management & Administration Div. of the
To be reappointed
Company
April 2007
Chief of the IR Promotion Section; General Manager,
Number of theManagement & Administration Div. of the Company (to present)
Company’s shares
June 2008
Director of the Company (to present)
held: 12,000
June 2012
Executive Officer of the Company (to present)[Significant concurrent positions]
・President and Representative Director, Fujikyu Accounting Service Co., Ltd.
Reasons for selecting the candidate for Outside Director
Kazunari Wada has accumulated considerable experience by having worked for many years with thefinance and accounting division of the Company. As a Director, he has taken an active role in thediscussions at meetings of the Board of Directors. These achievements make him judged as qualified
to be nominated again for Director.

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No.

5

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
February 1973
Joined the Company
Osamu Katsumata
August 2007
Manager, Group Business Div. of the Company(August 8, 1953)
June 2008
Director of the Company (to present)
June 2008
General Manager, Real Estate Business Div. of the Company
To be reappointed(to present)
June 2012
Executive Officer of the Company (to present)
Number of the[Significant concurrent positions]Company’s shares・President and Representative Director, Fujikyu Resort Amenity Co., Ltd.
held: 9,000
・President and Representative Director, Fujikyu Department Store Co., Ltd.
Reasons for selecting the candidate for Outside Director
Osamu Katsumata has accumulated considerable experience by having engaged in the real estatebusiness for many years. As a Director of the Company, he has taken an active role in thediscussions at meetings of the Board of Directors. These achievements make him judged as
qualified to be nominated again for Director.
April 1977
July 2004
December 2005
July 2006

6

Joined the Company
Manager, Second Administration Div. of the Company
Manager, Transportation Business Div. of the Company
President and Representative Director, Fujikyu Yamanashi Bus
Hisao Takabe
Co., Ltd.
(April 21, 1954)
September 2008
Senior Executive Officer, Fujikyu Highland Co., Ltd.
September 2009
Senior Executive Officer, Sagamiko Resort Co., Ltd.
To be reappointed June 2010
Director of the Company (to present)
June 2010
President and Representative Director, Sagamiko Resort Co.,
Number of theLtd.
Company’s shares June 2012
Executive Officer of the Company (to present)
held: 11,040
June 2012Manager, Group Business Div. of the Company (to present)
November 2013
President and Representative Director, Fujikyu Highland Co.,
Ltd. (to present)[Significant concurrent positions]
・President and Representative Director, Fujikyu Highland Co., Ltd.
Reasons for selecting the candidate for Outside Director
Hisao Takabe has accumulated considerable experience by having engaged in the transportationand leisure service businesses for many years. As a Director of the Company, 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.

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No.

Name
(Date of birth)
February 1984
January 1999
August 2008
Kaoru Suzuki(September 13, 1958) February 2010
To be reappointed

7

Number of theCompany’s shares
held: 9,000

June 2012
June 2014
June 2014
December 2014
June 2015

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

Reasons for selecting the candidate for Outside Director
Kaoru Suzuki has accumulated considerable experience by having long engaged in the planningand publicity divisions of 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.
Notes:
1.

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.

2.

Minobusan Ropeway Co., Ltd., operates the cableway business, which falls under the same category of abusiness operated by the Company.
The Company has a business relationship with FUJI mineral water Co., Ltd., relating to the purchase of articles,
real estate rental and lending of funds.
The Company has a business relationship with Fujigokokisen Co., Ltd., relating to real estate rental.
The Company has business relationships with Fujikyu Accounting Service Co., Ltd., and Fujikyu Resort
Amenity Co., Ltd., relating to the outsourcing of business, real estate rental and lending and borrowing of funds
through the cash management system (CMS).
Fujikyu Resort Amenity Co., Ltd., operates the real estate business, which falls under the same category of abusiness operated by the Company.

3.
4.
5.

6.
7.

8.

Mr. Ikuo Uno is a candidate for Outside Director as stipulated in Article 2, Paragraph 3, Item 7, of the Ordinance for
Enforcement of the Companies Act.
Matters concerning the candidate for Outside Director:
Mr. Ikuo Uno has been notified with the Tokyo Stock Exchange as an independent director as set forth by theregulations of said Exchange, and will have served as Director of the Company for 18 years as of June 2016.
While he was concurrently serving as Outside Director of Panasonic Corporation (“Panasonic”), Panasonic received anorder from the European Commission in December 2011 to pay a penalty for violation of an antitrust law on the
refrigerator compressor business. In addition, regarding an act of violating a competition law as to the automobile parts
business for certain customers, Panasonic reached agreements with the U.S. Department of Justice in July 2013 andthe Competition Bureau of Canada in February 2014 to pay penalties to the respective bodies. Although Mr. Uno had
not been able to recognize the fact of such violation until it was revealed, from the perspective of legal compliance hewas making constant efforts to prevent the occurrence of business execution that would violate laws by carrying out
his duties on the Company’s Board of Directors. Since the fact was revealed, he has monitored the measures taken by
Panasonic to prevent the recurrence of such a problem.
An agreement of limitation of liability with the candidate for Outside Director
Pursuant to Article 427, Paragraph 1, of the Companies Act, Mr. Ikuo Uno and the Company have an agreement tolimit 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.
If the reelection of Mr. Uno is approved, the Company will continue said agreement with him.

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Proposal 3:

Election of One (1) Corporate Auditor

The term of office of Corporate Auditor Tsutomu Hotta will expire at the conclusion of this Annual
General Meeting of Shareholders. Accordingly, the election of one (1) Corporate Auditor is proposed.
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 1988
Chief Prosecutor, Kofu District Public Prosecutors Office
September 1989 Prosecutor, Supreme Public Prosecutors Office
June 1990
Deputy Vice-Minister of Justice
October 1991
Prosecutor, Supreme Public Prosecutors OfficeNovember 1991 Resigned from the position and registered as attorney (to present)
November 1991 Director, Sawayaka Law Office and Sawayaka Welfare
Promotion Center
Tsutomu Hotta
March 1995
President, Incorporated Foundation Sawayaka Welfare(April 12, 1934)
Foundation (currently Public Interest Incorporated Foundation
Sawayaka Welfare Foundation)
To be reappointed
June 1995
Auditor of the Company (to present)
July 2014
Chairman, Public Interest Incorporated Foundation Sawayaka
Number of the
Welfare Foundation (to present)
Company’s shares[Significant concurrent positions]
held: 0・Chairman, Public Interest Incorporated Foundation Sawayaka Welfare Foundation
Reasons for selecting the candidate for Corporate Auditor
From his professional viewpoint as a lawyer based on his considerable
experience and expertise, Tsutomu Hotta is expected to provide us with
instructive comments as well as perform auditing jobs on the overallmanagement of the Company. For these reasons, it is proposed to appoint
him as Outside Corporate Auditor.
Notes:
1.
2.

3.

Mr. Tsutomu Hotta is a candidate for Outside Corporate Auditor as stipulated in Article 2, Paragraph 3, Item 8, of theOrdinance for Enforcement of the Companies Act.
Matters concerning the candidate for Outside Corporate Auditor:
Mr. Tsutomu Hotta has been notified with the Tokyo Stock Exchange as an independent auditor as set forth by theregulations of said Exchange and will have served as Corporate Auditor of the Company for 21 years as of June 2016.
An agreement of limitation of liability with the candidate for Outside Corporate Auditor
Pursuant to Article 427, Paragraph 1, of the Companies Act, Mr. Tsutomu Hotta and the Company have an agreement
to limit the liability for damages as prescribed in Article 423, Paragraph 1, of said Act. The maximum amount ofliability pursuant to the agreement is the amount stipulated by law.
If the reelection of Mr. Hotta is approved, the Company will continue said agreement with him.
End

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