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
May 30, 2018
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 88TH ORDINARY GENERAL MEETING OF
SHAREHOLDERS
You are cordially invited to attend the 88th 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 the General
Meeting of Shareholders and exercise your voting rights no later than Monday, June 18, 2018 at 4:40 p.m. (Japan
Standard Time).
1. Date and Time: Tuesday, June 19, 2018 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 88th Term (from April 1, 2017 to March 31,2018), as well as the results of audit of the Consolidated Financial Statements by the Accounting Auditor
and the Audit and Supervisory Committee
2. Non-Consolidated Financial Statements for the 88th Term (from April 1, 2017 to March 31, 2018)
Items to be resolved:
Proposal 1:

Appropriation of surplus

Proposal 2:

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

Proposal 3:

Election of four (4) Directors who are Audit and Supervisory 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, andits 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
21 yen per common share of the Company
Total amount of dividends: 1,053,951,969 yen
Including the interim dividend, the total amount of dividends for the fiscal year under review is 42 yen
per share.

(3)

Effective date of distribution of dividends of surplus
June 20, 2018

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 eight (8) Directors (excluding Directors who are Audit and Supervisory Committee
Members; applicable to the rest of this proposal) expire at the conclusion of this meeting. In line with this, theCompany requests the election of nine (9) Directors, increasing the number of Directors by one (1) to enhance themanagement system of the Company.
The candidates for Director are as follows:Name

1

Toshimichi Matsuda[For reelection]

President andRepresentative
Director

2

Yoshitaka Saito[For reelection]

Managing Director

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

Managing Director

Head of business operation of
automobiles business and in charge of
New Business Development Divisionof the Company

3

Kazuhiro Itonaga

Position

Responsibilities and significant
concurrent positions outside theCompany

No.

[For reelection]

4

Kazuto Suzuki[For reelection]

Managing Director

Head of business operation of
motorcycles business, Head of
Production of Motorcycle
Components, Head of business
operation in ASEAN and Head of
business operation in South Americaof the Company

5

Terufumi Nishimura[New candidate]Senior Executive
Officer

Head of Sales and General Manager
of Sales Division of the Company

6

Ryujiro Matsumoto[For reelection]

Director

Head of Management andAdministration, Compliance Officer
and Chief Information Officer of theCompany

7

Atsuhiro Mukoyama[For reelection]

Director

Head of Production Engineering andHead of Environment and Safety of
the Company
Head of business operation in North
America of the Company
President and Director of FCC (North
America), INC.

8

Satoshi Nakaya[For reelection]

Director

9

Tomoyuki Goto

[New candidate]－[For reelection] indicates candidates for reelection as Directors.
[New candidate] indicates new candidates for Directors.

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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 of
the Company

June 2005

Director, in charge of Sales and Purchasing of
the Company

June 2006

Director, in charge of Sales and Purchasing and
Risk 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 in
China 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[For reelection]
1

Apr. 2013

Senior Managing Director of the Company

June 2013

President and Representative Director of theCompany (incumbent)

Number of theCompany’s shares
owned

10,600Reasons for nomination as candidate for Director
Toshimichi Matsuda has demonstrated strong leadership in general group management as President and Representative
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 the perspective of the sustainable growthof the Group and the medium to long term increase in corporate value. Therefore, the Company requests his reelection
as Director.
Feb. 2009

Joined the Company

Jan. 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

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

President and Director of FCC (North America),
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(incumbent)

2

14,800Reasons for nomination as candidate for Director
Yoshitaka Saito has held various positions, including Head of business operation in North America, Head of business
operation of motorcycles business and Head of business operation in China, and has extensive experience andknowledge as a head of business operation across multiple regions. 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.

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No.

Name (Date of birth)

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 of
the Company

June 2010

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

Kazuhiro Itonaga(March 11, 1960)

June 2013

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

Apr. 2015

Managing Director, Head of business operationof automobiles business and Head of Researchand Development of Automobile Componentsof the Company

Apr. 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 theCompany (incumbent)

3

Number of theCompany’s shares
owned

2,100

Reasons for nomination as candidate for Director
Kazuhiro Itonaga has held various positions, including Head of Research and Development and Head of business
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 sustainable growth of the Group and the
medium to long term increase in corporate value. Therefore, the Company requests his reelection as Director.

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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 China
and 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

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

Apr. 2013

Director, Head of business operation of
motorcycles business in Japan, Head of
business operation in China and South America
and Risk Management Officer of the Company

Apr. 2014

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

Apr. 2016

Director, Head of business operation of
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 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(incumbent)

4

Number of theCompany’s shares
owned

2,900

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 experience and knowledge in the
production 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.

Terufumi Nishimura(December 5, 1960)[New candidate]5

July 1989

Joined the Company

Jan. 2011

General Manager of Sales Division of theCompany

Apr. 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 (incumbent)

3,500

Reasons for nomination as candidate for Director
Terufumi Nishimura was appointed Senior Executive Officer in 2015, and has extensive experience and knowledge inthe sales 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 hiselection as Director.

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No.

Name (Date of birth)

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

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

6

Number of theCompany’s shares
owned

1,500

Reasons for nomination as candidate for Director
Ryujiro Matsumoto has held various positions, including Head of business operation in Asia and Head of Management
and Administration, and has extensive experience and knowledge in the administration department. We have determinedthat he is qualified 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.

Atsuhiro Mukoyama(July 31, 1963)[For reelection]
7

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

Apr. 2013

Director, Head of business operation of
automobiles business of the Company

Apr. 2015

Director, Head of Production Engineering andHead of Environment and Safety of theCompany (incumbent)

1,900

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 and knowledge in the
production engineering department. We have determined that he is qualified for the position from the perspective of thesustainable growth of the Group and the medium to long term increase in corporate value. Therefore, the Company
requests his reelection as Director.

Satoshi Nakaya(March 17, 1964)

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

4,600

President and Director of FCC (North America),
INC.

[For reelection]
8

President and Director of FCC (INDIANA),
LLC.
Apr. 2017

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

Reasons for nomination as candidate for Director
Satoshi Nakaya has held various positions, including Head of Management and Administration and Head of business
operation in North America, and has extensive experience and knowledge in the administration department. We havedetermined 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.

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No.

9

Name (Date of birth)

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

Joined Honda Motor Co., Ltd.

Tomoyuki Goto
(May 21, 1962)

Apr. 2017

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

[New candidate]

Apr. 2018

Number of theCompany’s shares
owned

1,500

Joined the Company, Assistant to President(incumbent)

Reasons for nomination as candidate for Director
Tomoyuki Goto has gained extensive experience and knowledge in the production engineering department at Honda
Motor Co., Ltd. We have determined that he is qualified for the position from the perspective of the sustainable growthof the Group and the medium to long term increase in corporate value. Therefore, the Company requests his election as
Director.
Notes:

1. Terufumi Nishimura and Tomoyuki Goto are new candidates for Director.
2. There is no special interest between the candidates and the Company.

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Proposal 3:

Election of four (4) Directors who are Audit and Supervisory Committee Members

The terms of office of all four (4) Directors who are Audit and Supervisory Committee Members will expire at theconclusion of this meeting. In line with this, the Company requests the election of four (4) Directors who are Audit
and Supervisory Committee Members.
Furthermore, the consent of the Audit and Supervisory Committee has been obtained for this proposal.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows.
No.

1

2

3

4

Responsibilities and significant
concurrent positions outside theCompany

Name

Position

Katsuyoshi Fukatsu[For reelection]

Director
Audit andSupervisory
Committee Member(full time)

Yoshinori Tsuji[For reelection][Outside][Independent]

Director
Audit andAttorney of Yoshinori Tsuji Law
Supervisory
OfficeCommittee Member

Masahide Sato

[For reelection][Outside][Independent]

Director
Certified Public Accountant ofAudit andMasahide Sato Accounting Firm
Supervisory
Director of CRESTEC Inc.
Committee Member

Kazumoto Sugiyama[For reelection][Outside][Independent]

Director
Audit andAttorney of Sugiyama Law Office
Supervisory
Committee Member[For reelection] indicates candidates for reelection as Directors.
[Outside] indicates candidates for Outside Directors.
[Independent] indicates candidates for Independent Directors as stipulated by the Tokyo Stock Exchange.

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No.

Name (Date of birth)

Career summary, position and responsibilities (significant
concurrent positions outside the Company)
Mar. 1977

Joined the Company

Apr. 2009

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

June 2009

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

Katsuyoshi Fukatsu(November 30, 1954)[For reelection]
1

June 2010

President and Director of FCC (North America),
INC.

June 2012

Audit & Supervisory Board Member (full time)of the Company

June 2016

Director and Audit and Supervisory Committee
Member (full time) of the Company(incumbent)

Number of theCompany’s shares
owned

4,700

Reasons for nomination as candidate for Director
Katsuyoshi Fukatsu has held various positions, including Head of business operation in North America, Audit &Supervisory Board Member and Director who is Audit and Supervisory Committee Member. He has utilized his
experience in the execution of business to conduct audits and supervisory work, based on his extensive experience andknowledge in the production department. We have determined that he is qualified for the position from the perspectiveof cooperation with Outside Directors and strengthening the Group’s audit and supervisory functions. Therefore, theCompany requests his reelection as Director who is Audit and Supervisory Committee Member.

Yoshinori Tsuji(April 17, 1959)[For reelection][Outside][Independent]
2Mar. 1986

Graduated from The Legal Training andResearch Institute of Japan

Apr. 1986

Registered as an attorney (Nagoya Bar
Association)

Apr. 1987

Transferred registration to the Shizuoka Bar
Association
Established Yoshinori Tsuji Law Office (topresent)

June 2007

Audit & Supervisory Board Member of theCompany

June 2016

Director and Audit and Supervisory Committee
Member of the Company (incumbent)–

Reasons for nomination as candidate for Outside Director
Yoshinori Tsuji has been conducting audits and supervisory work from an independent and objective perspective, basedon his extensive experience and knowledge on corporate legal affairs as an attorney. We have determined that he isqualified for the position from the perspective of strengthening the Group’s audit and supervisory functions. Therefore,
the Company requests his reelection as Director who is Audit and Supervisory Committee Member. The candidate has
not been involved in corporate management in the past other than as an Outside Officer, but for the above reasons, wehave determined that he would perform his duties as Outside Director appropriately.

Masahide Sato
(February 10, 1964)[For reelection][Outside][Independent]
3Oct. 1992

Joined Showa Ota & Co. (currently Ernst &Young ShinNihon LLC)

Apr. 1996

Registered as Certified Public Accountant

Sept. 2005

Established Masahide Sato Accounting Firm (topresent)

June 2010

Audit & Supervisory Board Member of theCompany

Apr. 2015

Director of CRESTEC Inc. (incumbent)

June 2016

Director and Audit and Supervisory Committee
Member of the Company (incumbent)–

Reasons for nomination as candidate for Outside Director
Masahide Sato has been conducting audits and supervisory work from an independent and objective perspective, basedon his extensive experience and knowledge on corporate finance and accounting as a certified public accountant. We
have determined that he is qualified for the position from the perspective of strengthening the Group’s audit andsupervisory functions. Therefore, the Company requests his reelection as Director who is Audit and Supervisory
Committee Member. The candidate has not been involved in corporate management in the past other than as an Outside
Officer, but for the above reasons, we have determined that he would perform his duties as Outside Director
appropriately.

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No.

Name (Date of birth)

Kazumoto Sugiyama(May 27, 1969)[For reelection][Outside][Independent]
4

Career summary, position and responsibilities (significant
concurrent positions outside the Company)
Sept. 2006

Graduated from The Legal Training andResearch Institute of Japan

Oct. 2006

Registered as an attorney (Shizuoka Bar
Association)
Joined Toshio Sugiyama Law Office (currently
Sugiyama Law Office)Sept. 2008

President of Sugiyama Law Office (to present)

June 2014

Director of the Company

June 2016

Director and Audit and Supervisory Committee
Member of the Company (incumbent)

Number of theCompany’s shares
owned

–

Reasons for nomination as candidate for Outside Director
Kazumoto Sugiyama has been conducting audits and supervisory work from an independent and objective perspective,
based on his extensive experience and knowledge on corporate legal affairs as an attorney. We have determined that heis qualified for the position from the perspective of strengthening the Group’s audit and supervisory functions.
Therefore, the Company requests his reelection as Director who is Audit and Supervisory Committee Member. The
candidate has not been involved in corporate management in the past other than as an Outside Officer, but for the above
reasons, we have determined that he would perform his duties as Outside Director appropriately.
Notes:

1. There is no special interest between the candidates and the Company.
2. Yoshinori Tsuji, Masahide Sato, and Kazumoto Sugiyama are candidates for Outside Directors.
3. Yoshinori Tsuji and Masahide Sato are currently Outside Directors, and at the conclusion of this meeting, they will have
served as Outside Directors for 2 years. In addition, they have both served as Audit & Supervisory Board Members of
the Company in the past. Kazumoto Sugiyama is currently an Outside Director, and at the conclusion of this meeting hewill have served as an Outside Director for 4 years.
4. In accordance with the provisions of Article 427, Paragraph 1 of the Companies Act, we have entered into an agreementwith each candidate Katsuyoshi Fukatsu, Yoshinori Tsuji, Masahide Sato, and Kazumoto Sugiyama to limit the liability
for damages in Article 423, Paragraph 1 of the Companies Act. Based on this agreement, the maximum liability fordamages is the minimum liability stipulated in Article 425, Paragraph 1 of the Companies Act. If the candidate’s election
is approved, the Company plans to continue the agreement.
5. Yoshinori Tsuji, Masahide Sato, and Kazumoto Sugiyama meet the requirements for Independent Director as stipulated by
the Tokyo Stock Exchange.

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