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
June 4, 2019
To our shareholders:Toshimichi Matsuda
President and Representative Director
F.C.C. CO., LTD.
7000-36 Nakagawa, Hosoe-cho, Kita-ku,
Hamamatsu-shi, Shizuoka

NOTICE OF THE 89TH ORDINARY GENERAL MEETING OFSHAREHOLDERS
You are cordially invited to attend the 89th Ordinary General Meeting of Shareholders of F.C.C. CO., LTD.
(the “Company”), which will be held as described below.
If you are unable to attend the meeting in person, you may exercise your voting rights by postal mail or byelectromagnetic method (using the Internet, etc.). Please review the attached Reference Documents for theGeneral Meeting of Shareholders and exercise your voting rights no later than Monday, June 24, 2019 at
4:40 p.m. (Japan Standard Time).
1. Date and Time: Tuesday, June 25, 2019 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 89th Term (from April 1, 2018 toMarch 31, 2019), 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 89th Term (from April 1, 2018 to March 31, 2019)
Items to be resolved:
Proposal 1:

Appropriation of surplus

Proposal 2:

Election of nine (9) Directors (excluding Directors who are Audit andSupervisory Committee Members)-1-Reference Documents for the General Meeting of Shareholders
Proposals and Reference Matters
Proposal 1:

Appropriation of surplus

The Company positions the return of profits to shareholders as one of its most important management
issues, and its basic policy is to maintain stable dividends, comprehensively taking into account factors
including consolidated earnings and dividend payout, and working to raise corporate value by maintaining
and strengthening competitiveness, as well as carrying out capital expenditure and research & development
necessary for future growth.
The Company proposes the appropriation of surplus for the fiscal year under review as follows:
1. Matters related to year-end dividends(1)Type of dividend property
Cash

(2)

Allocation of dividend property and total amount thereof
29 yen per common share of the Company
Total amount of dividends: 1,440,953,595 yen
Including the interim dividend, the total amount of dividends for the fiscal year under review is
52 yen per share.

(3)

Effective date of distribution of dividends of surplus
June 26, 2019

2. Matters related to other appropriations of surplus(1)

Item of surplus to be increased and amount of increase thereof
General reserve: 2,000,000,000 yen(2)Item of surplus to be decreased and amount of decrease thereof
Retained earnings brought forward: 2,000,000,000 yen-2-Proposal 2:

Election of nine (9) Directors (excluding Directors who are Audit and Supervisory
Committee Members)

The terms of office of all nine (9) Directors (excluding Directors who are Audit and Supervisory
Committee Members; applicable to the rest of this proposal) expire at the conclusion of this meeting. Inline with this, the Company requests the election of nine (9) Directors.
The candidates for Director are as follows:Name

1

Toshimichi Matsuda[For reelection]

President andRepresentative
Director

2

Yoshitaka Saito[For reelection]

Vice President andRepresentative
Director

In charge of Alliance of the Company

Managing Director

Head of business operation in North
America and Head of Next-generation
Development for Customers in Europe andthe United States of the Company
President and Director of FCC (NorthAmerica), INC.

3

Kazuhiro Itonaga

Position

Responsibilities and significant concurrent
positions outside the CompanyNo.

[For reelection]

4Kazuto Suzuki[For reelection]

Managing Director

Head of business operation of motorcycles
business, Head of business operation in
ASEAN, Head of business operation inSouth America, Risk Management Officerand in charge of Racing of the Company

5Terufumi Nishimura[For reelection]

Director

Head of New Business Development and incharge of Sales of the Company

6Ryujiro Matsumoto[For reelection]

Director

Head of Management and Administration,
Compliance Officer and Chief Information
Officer of the Company

7Atsuhiro Mukoyama[For reelection]

Director

Head of business operation of automobiles
business and in charge of Stacked Mold
Technology Development of the Company

8Satoshi Nakaya[For reelection]

Director

Head of Purchasing, Head of Environment
and Safety and Head of business operationin China of the Company

9Tomoyuki Goto

[For reelection]

Director

Head of Production Engineering of theCompany[For reelection] indicates candidates for reelection as Directors.

-3-No.

Name (Date of birth)

Toshimichi Matsuda(December 9, 1952)

Career summary, position and responsibilities (significant
concurrent positions outside the Company)
Mar. 1975

Joined the Company

Apr. 1996

President and Director of FCC (EUROPE)
LTD.

June 2001

Director, General Manager of Sales Division ofthe Company

June 2005

Director, in charge of Sales and Purchasing ofthe Company

June 2006

Director, in charge of Sales and Purchasing andRisk Management Officer of the Company

Apr. 2007

Director, Head of Sales and Purchasing, Headof business operation in China and Risk
Management Officer of the Company

June 2008

Managing Director, Head of Sales andPurchasing and Head of business operation inChina of the Company

June 2010

Managing Director, Head of Sales andPurchasing and Compliance Officer of theCompany

June 2011

Managing Director, Head of Sales andCompliance Officer of the Company

June 2012

Senior Managing Director, Head of Sales andCompliance Officer of the Company

Apr. 2013

Senior Managing Director of the Company

June 2013

President and Representative Director of theCompany (incumbent)[For reelection]
1

Number of theCompany’s
shares owned

11,400Reasons for nomination as candidate for Director
Toshimichi Matsuda has demonstrated strong leadership in general group management as President andRepresentative Director, and has led the execution of the medium-term management plan. He has extensive
knowledge and experience as a manager, and 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.

-4-No.

Name (Date of birth)

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

Joined the Company

Jan. 2011

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

Number of theCompany’s
shares owned

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

Yoshitaka Saito(November 29, 1973)[For reelection]

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.

June 2012Managing Director, Head of business operationin North America of the Company

Apr. 2013

Managing Director, Head of business operationof motorcycles business of the Company

Apr. 2014

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

June 2018

Senior Managing Director, in charge of Sales
and Head of business operation in China of theCompany

Apr. 2019

Vice President and Representative Director andin charge of Alliance of the Company(incumbent)

215,200

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 has extensive
experience and knowledge as a head of business operation across multiple business areas. We have determinedthat he is qualified for the position from the perspective of the sustainable growth of the Group and themedium to long term increase in corporate value. Therefore, the Company requests his reelection as Director.

-5-No.

Name (Date of birth)

Kazuhiro Itonaga(March 11, 1960)

Career summary, position and responsibilities (significant
concurrent positions outside the Company)
Mar. 1982

Joined the Company

Apr. 2009

General Manager of R&D Division of theCompany

June 2009

Director, General Manager of R&D Division ofthe Company

June 2010

Director, Head of Research and Development
and General Manager of R&D Division of theCompany

June 2013

Managing Director, Head of Research andDevelopment and General Manager of R&D
Division of the Company

Apr. 2015

Managing Director, Head of business operationof automobiles business and Head of Researchand Development of Automobile Componentsof the Company[For reelection]
3Apr. 2016

Managing Director, Head of business operationof automobiles business of the Company

Nov. 2016

Managing Director, Head of business operationof automobiles business and in charge of New
Business Development Division of theCompanyApr. 2019

Managing Director, Head of business operationin North America and Head of Next-generation
Development for Customers in Europe and theUnited States of the Company
President and Director of FCC (NorthAmerica), INC. (incumbent)

Number of theCompany’s
shares owned

2,500

Reasons for nomination as candidate for Director
Kazuhiro Itonaga has held various positions, including Head of Research and Development and Head ofbusiness operation of automobiles business, and has extensive experience and knowledge in the development
department. We have determined that he is qualified for the position from the perspective of the sustainablegrowth 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)

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

Joined the Company

Apr. 2009

General Manager of Corporate Planning Officeof the Company

June 2010

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

June 2011

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

Jan. 2012

Director, Head of business operation in Chinaand South America and Risk Management
Officer of the Company

Apr. 2012

Director, Head of Production Engineering,
Head of business operation in China and SouthAmerica and Risk Management Officer of theCompany

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

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 Company

June 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 (incumbent)

Kazuto Suzuki(May 27, 1961)[For reelection]
4

Number of theCompany’s
shares owned

3,300

Reasons 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 experienceand knowledge 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.

-7-No.

Name (Date of birth)

Terufumi Nishimura(December 5, 1960)[For reelection]
5

Career summary, position and responsibilities (significant
concurrent positions outside the Company)
July 1989

Joined the CompanyJan. 2011

General Manager of Sales Division of theCompanyApr. 2013

Executive Officer, Head of Sales and General
Manager of Sales Division of the Company

Apr. 2015

Senior Executive Officer, Head of Sales andGeneral Manager of Sales Division of theCompany

June 2018

Director, Head of Sales and Purchasing andGeneral Manager of Sales Division of theCompany

Apr. 2019

Director, Head of New Business Development
and in charge of Sales of the Company(incumbent)

Number of theCompany’s
shares owned

3,600

Reasons for nomination as candidate for Director
Terufumi Nishimura was appointed Head of Sales and Purchasing in 2018, and has extensive experience andknowledge in the sales 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.

Ryujiro Matsumoto(June 4, 1962)[For reelection]

July 2005

Joined the Company

Jan. 2011

General Manager of FCC (THAILAND) CO.,LTD.

June 2011

Director, Head of Production of Motorcycle
Components and Head of business operation in
Asia of the Company

June 2012

Director, Head of business operation in Asia ofthe Company

Apr. 2013

Director, Head of Management andAdministration, General Manager of Corporate
Planning Office, Compliance Officer and Chief
Information Officer of the Company

June 2013

Director, Head of Management andAdministration, Compliance Officer and Chief
Information Officer of the Company(incumbent)

61,800Reasons for nomination as candidate for Director
Ryujiro Matsumoto has held various positions, including Head of business operation in Asia and Head ofManagement and Administration, and has extensive experience and knowledge in the administration
department. We have determined that he is qualified for the position from the perspective of the sustainablegrowth of the Group and the medium to long term increase in corporate value. Therefore, the Company
requests his reelection as Director.

-8-No.

Name (Date of birth)Atsuhiro Mukoyama(July 31, 1963)[For reelection]

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

Joined the Company

Apr. 2012

Head of Production of Automobile
Components of the Company

June 2012

Director, Head of Production of Automobile
Components of the Company

Apr. 2013

Director, Head of business operation ofautomobiles business of the Company

Apr. 2015

Director, Head of Production Engineering andHead of Environment and Safety of theCompany

Apr. 2019

Director, Head of business operation ofautomobiles business and in charge of Stacked
Mold Technology Development of theCompany (incumbent)

7

Number of theCompany’s
shares owned

2,200

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.
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. 2013

Director, Head of business operation in North
America of the Company

Satoshi Nakaya(March 17, 1964)

President and Director of FCC (NorthAmerica), INC.

[For reelection]
84,900President and Director of FCC (INDIANA),
LLC.
Apr. 2017

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

Apr. 2019

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

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

-9-No.

Name (Date of birth)

Tomoyuki Goto(May 21, 1962)[New candidate]

Career summary, position and responsibilities (significant
concurrent positions outside the Company)
Apr. 1987

Joined Honda Motor Co., Ltd.

Apr. 2017

Engineer of Power Train Strategy Planning
Department, Production Operations of Honda
Motor Co., Ltd.

Apr. 2018

Joined the Company, Assistant to President

June 2018

Director, Head of production in North America
and Deputy Head of Production Engineering(Casting) of the Company

Apr. 2019

Director, Head of Production Engineering ofthe Company (incumbent)

9

Number of theCompany’s
shares owned

1,600

Reasons for nomination as candidate for Director
Tomoyuki Goto was appointed Head of production in North America and Deputy Head of Production
Engineering in 2018, and has extensive experience and knowledge in the production engineering department.
We have determined that he is qualified for the position from the perspective of the sustainable growth of theGroup and the medium to long term increase in corporate value. Therefore, the Company requests hisreelection as Director.
Note:

There is no special interest between the candidates and the Company.

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