Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities identification code: 7296
Date of issuance: June 2, 2023
Start date of measures for electronic provision: May 26, 2023
To our shareholders:
Yoshitaka Saito
President and Representative Director
F.C.C. CO., LTD.
7000-36 Nakagawa, Hosoe-cho, Kita-ku,Hamamatsu-shi, Shizuoka

NOTICE OF THE 93RD ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially informed of the 93rd Ordinary General Meeting of Shareholders of F.C.C. CO., LTD. (the“Company”), which will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for providing
information that constitutes the content of reference documents for the general meeting of shareholders, etc.
(matters for which measures for providing information in electronic format are to be taken) in electronic
format, and has posted the information on each of the following websites. Please access either of the websites
to view the information.
The Company’s website:
https://www.fcc-net.co.jp/ir/library_detail.php?type=5 (in Japanese)
TSE website, Listed Company Search:https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(On the TSE website, search for the issue name (company name) “F.C.C.” or the securities code “7296” andthen select “Basic information” and “Documents for public inspection/PR information” to view theinformation.)
Website for posted informational materials for the general meeting of shareholders:
https://d.sokai.jp/7296/teiji/ (in Japanese)
Instead of attending the meeting in person, you may exercise your voting rights by postal mail or byelectromagnetic method (using the Internet, etc.). Please review the Reference Documents for the General
Meeting of Shareholders and exercise your voting rights no later than Monday, June 19, 2023 at 4:40 p.m.
(Japan Standard Time).
1. Date and Time: Tuesday, June 20, 2023 at 10:00 a.m. (Japan Standard Time)
2. Venue:

Okura Act City Hotel Hamamatsu“Heian” on the 4th floor
111-2 Itaya-machi, Naka-ku, Hamamatsu-shi, Shizuoka

3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 93rd Term (from April 1, 2022 toMarch 31, 2023), as well as the results of audit of the Consolidated Financial Statements by theAccounting Auditor and the Audit and Supervisory Committee
2. Non-Consolidated Financial Statements for the 93rd Term (from April 1, 2022 to March 31, 2023)-1-

Items to be resolved:
Proposal:

Election of six (6) Directors (excluding Directors who are Audit and Supervisory
Committee Members)-2-

Reference Documents for the General Meeting of Shareholders
Proposal and Reference Matters
Proposal:

Election of six (6) Directors (excluding Directors who are Audit and Supervisory
Committee Members)

The terms of office of all five (5) Directors (excluding Directors who are Audit and Supervisory CommitteeMembers; applicable to the rest of this proposal) will expire at the conclusion of this meeting. In line with
this, and to strengthen the management system, the Company requests the election of six (6) Directors,
including the addition of one (1) Director.
The candidates for Directors are determined by the Board of Directors based on the report of the Nomination
and Remuneration Advisory Committee, where Outside Directors account for a majority.
The candidates for Director are as follows.
No.

1

Current position and responsibilities at the Company andsignificant concurrent positions outside the Company

NameYoshitaka Saito[Forreelection]

President andRepresentative
Director

Attendance atBoard ofDirectors
meetings
100%
9/9

2

Kazuto Suzuki[Forreelection]

Managing
Director

Overall business management,
Head of Development,
Head of business operation in Japan,
Risk Management Officer
and in charge of Racing of the Company

3

Atsuhiro Mukoyama[Forreelection]

Managing
Director

Head of business operation ofautomobiles business of the Company

100%
9/9

Managing
Officer

Head of business operation ofmotorcycles business,
Head of Purchasing,
Head of business operation in China,
Head of business operation in India andASEAN of the Company,
and President of F.C.C.(China)
Investment Co., Ltd.

–/–

Outside Director of AEON MALL Co.,Ltd.
External Director of TOKYUCONSTRUCTION CO., LTD.
Outside Director of WILL GROUP,
INC.

100%
7/7

456

Satoshi Nakaya[Newcandidate]

Kunihiro Koshizuka[Forreelection][Outside][Independent]

Director

Kazunori Kobayashi[Forreelection][Outside][Independent]

Director

100%
9/9

100%
7/7

[For reelection] indicates candidates for reelection as Directors.
[New candidate] indicates new candidates for Directors.
[Outside] indicates candidates for Outside Directors.
[Independent] indicates Independent Directors as stipulated by the Tokyo Stock Exchange.
Note: There were nine (9) Board of Directors meetings held from April 2022 to March 2023, and seven (7) Board of Directors
meetings held since the appointment of Directors Kunihiro Koshizuka and Kazunori Kobayashi.

-3-No.

Name (Date of birth)

Yoshitaka Saito(November 29, 1973)

Career summary, position and responsibilities (significantconcurrent positions outside the Company)
Feb. 2009

Joined the CompanyJan. 2011

President and Director of FCC (INDIANA)
Mfg., LLC (currently FCC (INDIANA), LLC)
President and Director of FCC (INDIANA),
INC. (currently FCC (INDIANA), LLC)

June 2011

Director of the Company

Apr. 2012

Director, Head of business operation in North
America of the Company
President and Director of FCC (NorthAmerica), INC.

[For reelection]

1

Number of years in office June 2012as a Director(at the conclusion of thisApr. 2013
meeting)
12 years
Apr. 2014
Attendance at Board ofDirectors meetings
100%
June 2018
9/9

Managing Director, Head of business operationin North America of the Company
Managing Director, Head of business operationof motorcycles business of the Company

Number of theCompany’sshares owned

28,757

Managing Director, Head of Purchasing, Headof business operation in China and Risk
Management Officer of the Company
Senior Managing Director, in charge of Salesand Head of business operation in China of theCompany

Apr. 2019

Vice President and Representative Director andin charge of Alliance of the Company

June 2020

President and Representative Director of theCompany (incumbent)

Reasons for nomination as candidate for Director
Yoshitaka Saito has held various positions, including Head of business operation in North America, Head ofbusiness operation of motorcycles business and Head of business operation in China, and since 2020 has beenleading general group management as President and Representative Director. We have determined that he isqualified for the position from the perspective of the sustainable growth of the Group and the medium-to longterm increase in corporate value. Therefore, the Company requests his reelection as Director.

-4-No.

Name (Date of birth)

Career summary, position and responsibilities (significant
concurrent positions outside the Company)
Apr. 1984

Joined the Company

June 2010

Director, Head of business operation in Chinaand South America and General Manager ofCorporate Planning Office of the Company

June 2011

Director, Head of business operation in Chinaand South America, General Manager ofCorporate Planning Office and Risk
Management Officer of the Company

June 2012

Director, Head of Production of Motorcycle
Components, Head of Production Engineeringand Head of business operation in China andSouth America of the Company

Apr. 2013

Director, Head of business operation ofmotorcycles business in Japan, Head ofbusiness operation in China and South Americaand Risk Management Officer of the Company

Apr. 2014

Director, Head of business operation ofmotorcycles business, Head of business
operation in ASEAN and India and Head ofbusiness operation in South America of theCompany

Apr. 2016

Director, Head of business operation ofmotorcycles business, Head of Production ofMotorcycle Components, Head of business
operation in ASEAN and Head of business
operation in South America of the Company

Kazuto Suzuki(May 27, 1961)[For reelection]
Number of years in office
as a Director(at the conclusion of thismeeting)
13 years
2Attendance at Board ofDirectors meetings
100%
9/9

June 2017Managing Director, Head of business operationof motorcycles business, Head of Production ofMotorcycle Components, Head of business
operation in ASEAN and Head of business
operation in South America of the CompanyJune 2018

Managing Director, Head of business operationof motorcycles business, Head of Production ofMotorcycle Components, Head of business
operation in ASEAN and South America andRisk Management Officer of the Company

Apr. 2019

Managing Director, Head of business operationof motorcycles business, Head of business
operation in ASEAN, Head of business
operation in South America, Risk Management
Officer and in charge of Racing of theCompany

Aug. 2022

Head of business operation in India of theCompany

Apr. 2023

Managing Director, Overall business
management, Head of Development, Head ofbusiness operation in Japan, Risk Management
Officer and in charge of Racing of theCompany (incumbent)

Number of theCompany’s
shares owned

10,519Reasons for nomination as candidate for Director
Kazuto Suzuki has held various positions, including Head of business operation in China, Head of business
operation of motorcycles business and Head of business operation in ASEAN, and has extensive experience andknowledge in the production department. We have determined that he is qualified for the position from theperspective of the sustainable growth of the Group and the medium to long term increase in corporate value.
Therefore, the Company requests his reelection as Director.

-5-No.

Name (Date of birth)Atsuhiro Mukoyama(July 31, 1963)

Career summary, position and responsibilities (significant
concurrent positions outside the Company)
Apr. 1984

Joined the Company

Apr. 2012

Head of Production of Automobile Componentsof the Company

June 2012

Director, Head of Production of Automobile
Components of the Company[For reelection]

3Apr. 2013
Number of years in office
as a Director
Apr. 2015(at the conclusion of thismeeting)
11 years
Apr. 2019
Attendance at Board ofDirectors meetings
100%
9/9

June 2021

Number of theCompany’s
shares owned

Director, Head of business operation ofautomobiles business of the Company
Director, Head of Production Engineering andHead of Environment and Safety of theCompany

9,619

Director, Head of business operation ofautomobiles business and in charge of Stacked
Mold Technology Development of theCompany
Managing Director, Head of business operationof automobiles business of the Company(incumbent)

Reasons for nomination as candidate for Director
Atsuhiro Mukoyama has held various positions, including Head of Production of Automobile Components,
Head of Production Engineering and Head of Environment and Safety, and has extensive experience andknowledge in the production engineering department. We have determined that he is qualified for the position
from the perspective of the sustainable growth of the Group and the medium to long term increase in corporate
value. Therefore, the Company requests his reelection as Director.

-6-No.

Name (Date of birth)

Satoshi Nakaya(March 17, 1964)[New candidate]

Career summary, position and responsibilities (significantconcurrent positions outside the Company)
Apr. 1986

Joined the Company

Jan. 2012

General Manager of Corporate Planning Officeof the Company

June 2012

Director, Head of Management andAdministration, General Manager of Corporate
Planning Office, Risk Management Officer andChief Information Officer of the Company

Apr. 2013Director, Head of business operation in North
America of the Company

Number of years in office
Apr. 2019as a Director(at the conclusion of thismeeting)June 2021
4Attendance at Board ofDirectors meetings-%–/–Apr. 2023

Director, Head of Purchasing, Head ofEnvironment and Safety and Head of business
operation in China of the Company

Number of theCompany’s
shares owned

10,285

Managing Officer, Head of Purchasing andHead of business operation in China of theCompany
Managing Officer, Head of business operationof motorcycles business, Head of Purchasing,
Head of business operation in China, Head ofbusiness operation in India and ASEAN of theCompany,and President of F.C.C.(China) Investment Co.,
Ltd. (incumbent)

Reasons for nomination as candidate for Director
Satoshi Nakaya has held various positions, including Head of Management and Administration, Head ofbusiness operation in North America and China and Head of Purchasing, and has extensive experience andknowledge in the administration department. We have determined that he is qualified for the position from theperspective of the sustainable growth of the Group and the medium to long term increase in corporate value.
Therefore, the Company requests his election as Director.

-7-No.

Name (Date of birth)

Apr. 1981

Joined Konishiroku Photo Industry Co., Ltd.
(currently KONICA MINOLTA, INC.)

Apr. 2012

Executive Officer, General Manager ofTechnology Strategy Division of KONICAMINOLTA, INC.

Apr. 2014

Executive Vice President & Executive Officer,
General Manager of Corporate R&D
Headquarters of KONICA MINOLTA, INC.

Apr. 2015

Executive Vice President & Executive Officer,
General Manager of Business Development
Headquarters of KONICA MINOLTA, INC.

June 2015
Number of years in office
as a Director(at the conclusion of thismeeting)Apr. 2016
1 yearDirector, Executive Vice President & Executive
Officer, and General Manager of Business
Development Headquarters of KONICAMINOLTA, INC.

Kunihiro Koshizuka(September 30, 1955)[For reelection][Outside][Independent]

5Career summary, position and responsibilities (significant
concurrent positions outside the Company)

Attendance at Board ofDirectors meetings
100%
7/7

Number of theCompany’s
shares owned

Director, Executive Vice President & Executive
Officer of KONICA MINOLTA, INC.

June 2019

Senior Technical Advisor of KONICAMINOLTA, INC. (retired in March 2021)

May 2020

Outside Director of AEON MALL Co., Ltd.
(incumbent)

June 2021

External Director of TOKYUCONSTRUCTION CO., LTD. (incumbent)

June 2022

Outside Director of WILL GROUP, INC.
(incumbent)

June 2022

Director of the Company (incumbent)

Reasons for nomination as candidate for Outside Director and overview of expected roles
Kunihiro Koshizuka has extensive experience and knowledge of technological strategy, new business creation,and digital and scientific technology at global companies, which he is expected to leverage to supervise andprovide valuable advice regarding every aspect of the Company’s management. We have determined that he isqualified for the position from the perspective of the sustainable growth of the Group and the medium to longterm increase in corporate value. Therefore, the Company requests his reelection as Director.

-8--No.

Name (Date of birth)Kazunori Kobayashi(June 2, 1958)

Apr. 1981

Joined Nippon Gakki Co., Ltd. (currentlyYamaha Corporation)

June 2013

Operating Officer, General Manager ofProfessional Audio Business Department ofElectronics Business Headquarters of YamahaCorporation

Number of years in office Aug. 2013as a Director(at the conclusion of this July 2016
meeting)
1 yearJune 2018
Attendance at Board ofDirectors meetings
June 2022
100%7/7

Operating Officer, General Manager ofBusiness Development of Yamaha Corporation[For reelection][Outside][Independent]

6Career summary, position and responsibilities (significantconcurrent positions outside the Company)

Number of theCompany’sshares owned

Operating Officer of Yamaha Corporation
Representative Director and President ofYAMAHA MUSIC JAPAN CO., LTD.

-Advisor of Yamaha Corporation (retired in June2020)
Director of the Company (incumbent)

Reasons for nomination as candidate for Outside Director and overview of expected roles
Kazunori Kobayashi has extensive experience and knowledge of management, business planning, and new
business creation at global companies, which he is expected to leverage to supervise and provide valuableadvice regarding every aspect of the Company’s management. We have determined that he is qualified for theposition from the perspective of the sustainable growth of the Group and the medium to long term increase incorporate value. Therefore, the Company requests his reelection as Director.
Notes:

1.
2.
3.
4.

5.

6.

Satoshi Nakaya is a new candidate for Director.
There is no special interest between the candidates and the Company.
Kunihiro Koshizuka and Kazunori Kobayashi are candidates for Outside Director.
In accordance with the provisions of Article 427, Paragraph 1 of the Companies Act, we have entered into anagreement with each candidate Kunihiro Koshizuka and Kazunori Kobayashi to limit the liability for damages
in Article 423, Paragraph 1 of the Companies Act. Based on this agreement, the maximum liability for damages
is the minimum liability stipulated in Article 425, Paragraph 1 of the Companies Act. If their election isapproved, the Company plans to continue this agreement.
The Company has concluded a directors and officers liability insurance policy with an insurance company asstipulated in Article 430-3, Paragraph 1 of the Companies Act. This insurance policy covers the insured persons
against losses incurred when accepting liability for the execution of their duties or when receiving claims inpursuit of this liability. If each candidate is elected and assumes the office as Director, the Company plans toinclude every such Director as an insured person in the insurance policy. Also, the next time this insurance
policy comes up for renewal, the Company intends to renew it with the same content.
The Company has submitted notification to the Tokyo Stock Exchange that Kunihiro Koshizuka and Kazunori
Kobayashi have been designated as independent officers as provided for by the aforementioned exchange. If
their election is approved, the Company plans for their appointment as independent officers to continue.

-9-Reference: Board of Directors Skill Matrix
If the Proposal is approved and adopted as proposed, the composition and main knowledge and experienceof the Board of Directors and Nomination and Remuneration Advisory Committee will be as follows.

Name

Yoshitaka
Saito
KazutoSuzukiAtsuhiro
Mukoyama
Satoshi Nakaya
Kunihiro
Koshizuka
KazunoriKobayashi

RyujiroMatsumoto

Masahide
SatoKazumoto
SugiyamaMayumi
Yamamoto

Note:

Position

President andRepresentativ
e Director
SeniorManagingDirector
Managing
Director
Managing
Director
OutsideDirector
OutsideDirector
Director
Audit andSupervisory
Committee
Member (fulltime)
OutsideDirector
Audit andSupervisory
Committee
MemberOutsideDirector
Audit andSupervisory
Committee
MemberOutsideDirector
Audit andSupervisory
Committee
MemberNomination andLegal
Business
ManuDigital Finance
Sales
Remu- CorpoAffairs Global
Develfacturing
andITandrate
neration
ExperiandopmentTechAccount
ICT
MarketAdviso- ManageCompli- ence
andnology-ingDXing
mentryance
M&A
R&DCommittee
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This table does not represent the entire knowledge and experience of each Director.
Ratio of Outside Directors 50.0%
Ratio of Female Directors 10.0%
Ratio of Outside Directors on the Nomination and Remuneration Advisory Committee- 10 -

83.3%