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.
(Securities Code 6814)
May 8, 2024
(Commencement date of measures for electronic provision: April 24, 2024)
To Shareholders with Voting Rights:
Yukio Furuno
President and CEO
FURUNO ELECTRIC CO., LTD.
9-52 Ashihara-cho, Nishinomiya City,
Hyogo, JapanNOTICE OF
THE 73rd ANNUAL SHAREHOLDERS’ MEETING
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby announce that the 73rd Annual Shareholders’ Meeting of FURUNO ELECTRIC CO., LTD.
(hereinafter the “Company”) will be held for the purposes as described below.
In convening this Shareholders’ Meeting, the Company has taken measures for providing information inelectronic format, and posted items subject to the electronic provision measures on the following website
on the Internet.
The Company’s website: https://www.furuno.co.jp/en/ir/stock/meeting.html
In addition to the above, the items are posted on the following website.
Website of Tokyo Stock Exchange: https://www2.jpx.co.jp/tseHpFront/JJK020030Action.do
Please access the above website, enter the name or securities code of the Company for search, and select“Basic information” and then “Documents for public inspection/PR information” to view the items.
If you do not attend the meeting in person, you can exercise your voting rights in writing or via the Internet.
Please review the attached Reference Documents for the Shareholders’ Meeting and exercise your voting
rights by no later than 5:20 p.m. on Wednesday, May 22, 2024, Japan time.

-1-1. Date and Time:Thursday, May 23, 2024 at 10:00 a.m. JST (Japan Standard Time)

2. Place:

5F, Plela Nishinomiya (PLELA HALL)
4-8 Takamatsu-cho, Nishinomiya City, Hyogo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
73rd Fiscal Year (March 1, 2023 to February 29, 2024) and results of audits
by the Accounting Auditor and the Audit & Supervisory Board of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 73rd Fiscal Year
(March 1, 2023 to February 29, 2024)
Proposals to be resolved:
Proposal 1:
Distribution of Surplus
Proposal 2:
Election of Seven (7) Directors
Proposal 3:
Election of One (1) Substitute Audit & Supervisory Board Member◎ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception
desk to confirm your identity. In addition, we ask that you kindly print out this Notice by yourselves, only
when it is considered necessary, to reduce paper consumption.
◎ Among the items subject to the electronic provision measures, the following items are not included in thehard copy (of this document) delivered to shareholders who requested the delivery of such document inaccordance with the provisions of laws and regulations as well as Article 15 of the Articles ofIncorporation of the Company. Accordingly, such document comprises part of the documents audited byAudit & Supervisory Board Members and the Accounting Auditor when preparing their respective audit
reports.
1. “Details of Major Businesses,” “Status of Employees,” “Matters Concerning the Company’s Shares,”“Major Sales Offices and Factories,” “Major Lenders and Amounts of Borrowings,” “Status of the
Accounting Auditor,” “Systems for Ensuring the Appropriateness of Business Activities” and“Operational Status of Systems for Ensuring the Appropriateness of Business Activities” in theBusiness Report
2. “Consolidated Statement of Changes in Equity” and “Notes to Consolidated Financial Statements” in
the Consolidated Financial Statements
3. “Statement of Changes in Equity” and “Notes to Non-consolidated Financial Statements” in the
Non-consolidated Financial Statements* For this Shareholders’ Meeting, the hard copy of this document is sent to all shareholders.
◎ Any revisions to the items subject to the electronic provision measures will be posted on each of thewebsites.
◎ The results of this meeting will be posted on the Company’s website(https://www.furuno.co.jp/ir/stock/meeting.html), in place of sending a Notice of Shareholders’ Meeting
Resolutions.

-2-

Proposals and References
Proposal 1:

Distribution of Surplus

The Company considers its dividend policy one of its most important management policies. The
Company’s basic policy when making decisions about the distribution of profits is to comprehensively take
into consideration the Company’s financial position, level of profitability, dividend payout ratio, and otherfactors while keeping in mind continuous and stable dividend. In addition, the Company intends to utilize
internal reserves for far-sighted investment and further strengthening of the Company’s corporate structure.
The Company proposes a year-end dividend for the fiscal year under review as follows, in order toreward shareholders for their support while taking into consideration the management environment
surrounding the Company and business performance in the fiscal year under review.
The Company previously paid out 20 yen per share as an interim dividend and the aggregate amount ofannual dividends will therefore amount to 60 yen per share.
Items Related to the Year-end Dividend(1) Type of dividend property
Cash(2) Items related to the allocation of dividend property to shareholders and its total amount40 yen per common share of the Company, for a total of 1,263,573,800 yen(3) Date on which the distribution of surplus comes into effectMay 24, 2024

-3-

Proposal 2:

Election of Seven (7) Directors

The terms of office of all six (6) Directors will expire at the conclusion of this Shareholders’ Meeting.
Therefore, in order to strengthen management oversight functions, the Company intends to add one Director
and the proposes the election of seven (7) Directors.
The candidates for Directors are decided at the Board of Directors based on a recommendation of theNomination and Compensation Advisory Committee which is an advisory body of the Board of Directors.
The candidates for Director are as follows:

No.

Name

1

Yukio Furuno

MalePresident and CEO

2

Shinji Ishihara

Male

Director,
Managing Executive Officer and CTO

3Yutaka Wada

Male

Director,
Managing Executive Officer and CFO

4Kazuma Waimatsu

MaleManaging Executive Officer

5

Hideo Higuchi

Male

6

Shingo Kagawa

Male

7

Masako Kubo

GenderPosition

Attendance atmeetings of theBoard ofDirectors
100%(13 out of 13
meetings)
100%(13 out of 13
meetings)
100%(11 out of 11
meetings)

Candidate
attributes
Reappointment
Reappointment
Reappointment-

New appointment

Director100%(13 out of 13
meetings)

Reappointment
External
Independent

Director

92%(12 out of 13
meetings)

Reappointment
External
Independent-

New appointment
External
Independent

Female-(Notes) 1. CEO, CTO and CFO stand for Chief Executive Officer, Chief Technology Officer and Chief Financial Officer,
respectively.

Reappointment

Candidate forreappointment
as Director

New
appointment

Candidate fornew
appointment as
Director

External-4-

Candidate forappointment as
External
Director

Independent

Independent Director
pursuant to the rulesof the Tokyo Stock
Exchange

No.

Name
(Date of birth)

Yukio Furuno(February 2, 1948)
1

Reappointment[Number of shares of theCompany held]
299,080[Term of office as Director]
37 years (at the conclusionof this Shareholder’sMeeting)[Attendance at meetings ofthe Board of Directors]
13 out of 13 meetings

2

Past experience, positions, responsibilities,
and significant concurrent positions
March 1987
Deputy General Manager, Administration Division, the Company
May 1987
Director and Deputy General Manager, Administration Division
March 1990
Director and General Manager, Administration Division
May 1990
Managing Director and General Manager, Administration Division
March 1997
Managing Director and Divisional General Manager, SI Division
May 1999
Senior Managing Director and General Manager, TOKYO Regional Head
OfficeMarch 2007
President
March 2021
President and CEO (present)[Responsibilities at the Company]
General Manager, Security Assurance & Export Control Committee and Chief AEO(Authorized Economic Operator) Control Officer[Reason for nomination as candidate for Director]
Mr. Yukio Furuno has driven the management of the Group with leadership based on his
abundant experience and achievements as a manager, and contributed to the further
development of the Group. We propose his election as Director with an expectation that hewill continue contributing to the Company’s management.

February 2006 General Manager, Research & Development Department, Marine
Electronic Products Division, the Company
May 2007
Director and General Manager, Research & Development Department,
Marine Electronic Products Division
May 2016
Managing Director and General Manager, Research & Development
Department, Marine Electronic Products Division
March 2018
Managing Director and Integration Chief Manager, Product Designing,
Development & Value-engineering Head office, Marine Electronic
Products Division
March 2021
Shinji Ishihara
Director, Managing Executive Officer and CTO; Energy Management(January 30, 1961)
Control Officer (present)[Responsibilities at the Company]
Head of Research & Development, Production and Quality, Environment,
Reappointment
Commanding & Supervisory Office, R&D Planning & Management Center,
Intellectual Property Department, Information Technology Department andTechnology Management Department[Reason for nomination as candidate for Director][Number of shares of the
Mr. Shinji Ishihara has abundant experience as a manager as well as knowledge of all
Company held]
aspects of operations concerning development and technology, and has contributed to the42,640enhancement of the Company’s corporate value as Director of the Company. We propose[Term of office as Director] his election as Director with an expectation that he will continue contributing to the17 years (at the conclusion of Company’s management.
this Shareholder’s Meeting)[Attendance at meetings ofthe Board of Directors]
13 out of 13 meetings

-5-

No.

Name
(Date of birth)

Yutaka Wada
(May 4, 1959)
3

Past experience, positions, responsibilities,
and significant concurrent positions
March 2003
General Manager, Merchant Marine Marketing Department, Marine
Electronic Products Division, the Company
May 2007
Director and General Manager, Merchant Marine Marketing
Department, Marine Electronic Products Division
March 2015
Director and Divisional Vice General Manager, Marine Electronic
Products Division
September 2015 Director, Divisional Vice General Manager, Marine Electronic Products
Division; General Manager, TOKYO Regional Head Office
May 2016
Managing Director, General Manager, TOKYO Regional Head Office;Secretary to General Manager, Marine Electronic Products Division
May 2018
Audit & Supervisory Board Member
May 2023
Director, Managing Executive Officer and CFO(present)

Reappointment[Responsibilities at the Company]
Head of Corporate Planning Department, Accounting & Financing Department, Human
Resources & General Affairs Department and Legal Office[Number of shares of theCompany held]
30,320[Term of office as Director]
1 year(at the conclusion ofthis Shareholder’s Meeting)[Attendance at meetings ofthe Board of Directors]
11out of 11 meetings[Reason for nomination as candidate for Director]
Mr. Yutaka Wada has abundant experience as a manager as well as knowledge of all aspects
of operations concerning the marine products business, and has contributed to theenhancement of the Company’s corporate value as Director of the Company. We propose
his election as Direction with an expectation that he will continue contributing to theCompany’s management.

March 2006
May 2009
January 2021
May 2021
Kazuma Waimatsu(January 6, 1960)
4

March 2024

General Manager, Products Planning & Marketing Department, Marine
Electronic Products Division, the Company
Director and General Manager, Products Planning & Marketing
Department, Marine Electronic Products Division
Director and Divisional Vice General Manager, Marine Electronic
Products Division
Senior Executive Officer and Divisional General Manager, Marine
Electronic Products Division
Managing Executive Officer and Divisional General Manager, Marine
Electronic Products Division (present)New
appointment[Number of shares of theCompany held]
32,900[Term of office as Director]—[Attendance at meetings ofthe Board of Directors]—[Reason for nomination as candidate for Director]
Mr. Kazuma Waimatsu has abundant experience as a manager as well as abundant
experience and knowledge mainly in the sales planning and marketing sections. We propose
his election as Director with an expectation that he will contribute to the Company’s
management as Director of the Company based on his knowledge.

-6-

No.

Name
(Date of birth)

Hideo Higuchi(March 5, 1950)
Reappointment
5

External
Independent[Number of shares of theCompany held]—[Term of office as External
Director]
8 years (at the conclusion ofthis Shareholder’s Meeting)[Attendance at meetings ofthe Board of Directors]
13 out of 13 meetings

Past experience, positions, responsibilities,
and significant concurrent positions
June 2004
Executive Officer and Senior General Manager, Operational Reform
HQ, OMRON Corporation
June 2007
Managing Executive Officer and Senior General Manager, Business
Process Innovation HQ
December 2008 Managing Executive Officer; Senior General Manager, Business
Process Innovation HQ and Senior General Manager, Corporate
Strategic Planning HQMarch 2009Managing Executive Officer and Senior General Manager, Corporate
Strategic Planning HQ
November 2011 Outside Director, SOLOEL Co., Ltd.
March 2012
Director
June 2012
Outside Audit & Supervisory Board Member, Toyo BusinessEngineering Corporation (currently Business Engineering Corporation)
May 2016
External Director, the Company (present)
June 2016
Outside Director, Toyo Business Engineering Corporation (currently
Business Engineering Corporation)[Significant concurrent positions]
None[Reason for nomination as candidate for External Director and outline of expected role]
Mr. Hideo Higuchi has provided appropriate advice and views, mainly from a manager’s
viewpoint based on his abundant experience as a corporate manager in the manufacturingindustry and an external officer as well as his advanced knowledge. We judge that he willcontribute to strengthening the supervisory function of the Board of Directors of theCompany. In addition, we expect that he will play appropriate roles as a member of theNomination and Compensation Advisory Committee, a voluntary committee, including
supervising through involvement in nomination of the management personnel anddetermination on the management compensation. Therefore, we propose his election asExternal Director.

-7-

No.

Name
(Date of birth)

Shingo Kagawa(March 8, 1958)
Reappointment
External
6
Independent[Number of shares of theCompany held]—[Term of office as External
Director]
4 years (at the conclusion ofthis Shareholder’s Meeting)[Attendance at meetings ofthe Board of Directors]
12 out of 13 meetings

Past experience, positions, responsibilities,
and significant concurrent positions
April 2012
Corporate Executive Officer; Group President, Network Service
Business Unit; Head of Image Internet Service Business Division,
FUJITSU LIMITED
June 2012
Corporate Executive Officer; Group President, Outsourcing Business
Unit; Head of Image Internet Service Business Division
April 2015
Corporate Executive Officer; Vice President, Integration Services
Business; Group President, Network Service Business Unit
April 2016
Corporate Executive Officer; Chief Technology Officer; Head of
Digital Services Business
April 2018
President and Representative Director, FUJITSU RESEARCHINSTITUTE
April 2020
Special Adviser, APAMAN Co., Ltd.
May 2020
External Director, the Company (present)
October 2020 President and Representative Director, DigiIT Corporation (currently
SS Technologies Corporation)
October 2021 Chairman of the Board, SS Technologies Corporation
May 2022
Outside Director of MINISTOP Co., Ltd. (present)
January 2023 Outside Director of H.I.S. Co., Ltd. (present)[Significant concurrent positions]
Outside Director of MINISTOP Co., Ltd.
Outside Director of H.I.S. Co., Ltd.
[Reason for nomination as candidate for External Director and outline of expected role]
Mr. Shingo Kagawa has provided appropriate advice and views, mainly from a manager’s
viewpoint based on his abundant experience and advanced knowledge as a corporate
manager of an ICT (information and communication technology) company. We judge that
he will contribute to strengthening the supervisory function of the Board of Directors of theCompany. In addition, we expect that he will play appropriate roles as a member of theNomination and Compensation Advisory Committee, a voluntary committee, including
supervising through involvement in nomination of the management personnel anddetermination on the management compensation. Therefore, we propose his election asExternal Director.

-8-

No.

Name
(Date of birth)
June 2011
April 2015
April 2018

Past experience, positions, responsibilities,
and significant concurrent positions
Director, OMRON PERSONNEL SERVICE Co., Ltd.
President and CEO
Executive Officer, OMRON Corporation

April 2018
April 2022

Masako Kubo
(October 12, 1959)
New
appointment
7

President, OMRON EXPERTLINK Co., Ltd.
Program-Specific Professor, The Research Center of Community
Partnerships, Kyoto Women’s University (present)
June 2022
Outside Director, NITTO KOGYO CORPORATION (present)
June 2023
Senior Director, KYOTO OMRON COMMUNITY FOUNDATION(present)[Significant concurrent positions]
Program-Specific Professor, The Research Center of Community Partnerships, Kyoto
Women’s University
Outside Director, NITTO KOGYO CORPORATION
Senior Director, KYOTO OMRON COMMUNITY FOUNDATION

External
Independent[Number of shares of theCompany held]—[Term of office as External
Director]—[Attendance at meetings ofthe Board of Directors]—[Reason for nomination as candidate for External Director and outline of expected role]
Ms. Masako Kubo has expertise and abundant experience in the fields of personnel
affairs-related operations and the human resource services business she has cultivated overmany years, and also abundant experience and advanced knowledge as a corporate manager.
Therefore, we propose her election as External Director based on the judgment that she will
sufficiently fulfill her role as External Director.

(Notes) 1. There are no special conflict of interest between each candidate and the Company.
2. Mr. Hideo Higuchi, Mr. Shingo Kagawa and Ms. Masako Kubo are candidates for External Director. Furthermore,
the Company has designated Mr. Hideo Higuchi and Mr. Shingo Kagawa as Independent Directors as defined by
the Tokyo Stock Exchange, and if the candidates are reelected, the Company intends for them to continue acting as
Independent Director. If Ms. Masako Kubo is elected as Director of the Company, the Company intends for her toact as Independent Director as defined by the Tokyo Stock Exchange.
3. The Company has entered into a liability limitation agreement with Mr. Hideo Higuchi and Mr. Shingo Kagawa,
who are candidates for External Director, respectively, and the maximum amount of liability based on theagreement is the minimum amount of liability provided for in Article 425, Paragraph 1 of the Companies Act. If
the candidates are elected, the Company intends to continue the agreements. If Ms. Masako Kubo is elected, theCompany intends to enter into the same liability limitation agreement with her.
4. The Company has entered into a Directors and Officers Liability Insurance (D&O Insurance) contract naming all
Directors as the insured to enable them to fully demonstrate their expected roles in the execution of their duties, aswell as to attract competent personnel. If this proposal is approved as originally proposed and each candidate isappointed Audit & Supervisory Board Member, they will be the insured under the said insurance contract. The said
insurance contract covers damages that may be incurred as a result of the responsibilities assumed by the officers,etc., the insured, in the execution of their duties, or any liability of claims made against them in connection withthose responsibilities.
However, there are certain exemptions such as in the case where the damages are caused by an action taken withthe knowledge that it is a violation of laws and regulations, which are not covered by the insurance. (The Company
fully pays the insurance premium, including that of riders, and the insured do not bear the actual cost of thepremium.) The Company plans to renew the insurance policy with the same content at its maturity.
5. The Company has entered into an indemnification agreement with all Directors as stipulated in Article 430-2,
Paragraph 1 of the Companies Act, under which the Company will indemnify them for the expenses stipulated in
Item 1, Paragraph 1 and losses stipulated in Item 2, Paragraph 1 of the same Act to the extent provided by laws andregulations. If the reelection of each candidate is approved, the agreement with each of them will remain in effect.
If Mr. Kazuma Waimatsu and Ms. Masako Kubo, are elected as Directors, the same indemnification agreement will
be executed with them.

-9-Proposal 3:

Election of One (1) Substitute Audit & Supervisory Board Member

In order to prepare for cases where there is a shortfall in the number of Audit & Supervisory Board
Members prescribed by laws and regulations, the election of one (1) Substitute Audit & Supervisory Board
Member is proposed.
Furthermore, the effectiveness of the election of this candidate may be canceled by a resolution of theBoard of Directors, with the consent of the Audit & Supervisory Board, provided it is before his
appointment.
The consent of the Audit & Supervisory Board has been obtained in regard to this Proposal.
The candidate for Substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Past experience, positions, and significant concurrent positions
July 2009
January 2012

Head, Audit Department, Sumitomo Rubber Industries, Ltd.
Head, Financial Department

March 2014

Executive Officer; Head, Financial Department

March 2019

Full-time Auditor[Significant concurrent positions]
None
Takashi Kono
(January 17, 1957)
External
Independent[Number of shares of theCompany held]—[Reason for nomination as candidate for Substitute External Audit & Supervisory Board Member]
Mr. Takashi Kono has abundant experience and advanced knowledge as a person in charge ofthe financial department and Full-time Auditor at Sumitomo Rubber Industries, Ltd.
Therefore, we propose his election as Substitute External Audit & Supervisory Board Member
based on the judgment that he will sufficiently fulfill his role as Audit & Supervisory Board
Member.

(Notes) 1. There are no special interests between the candidate and the Company.
2. Mr. Takashi Kono is a candidate for Substitute External Audit & Supervisory Board Member. Furthermore, if Mr.
Takashi Kono is appointed External Audit & Supervisory Board Member, the Company intends to designate him as
an Independent Auditor as defined by the Tokyo Stock Exchange.
3. If Mr. Takashi Kono, who is a candidate for Substitute External Audit & Supervisory Board Member, is appointed
External Audit & Supervisory Board Member, the Company intends to enter into a liability limitation agreementwith him to limit his liability to the minimum amount provided for in Article 425, Paragraph 1 of the Companies
Act.
4. The Company has entered into a Directors and Officers Liability Insurance (D&O Insurance) contract naming all
Audit & Supervisory Board Members as the insured to enable them to fully demonstrate their expected roles in theexecution of their duties, as well as to attract competent personnel. The said insurance contract covers damages
that may be incurred as a result of the responsibilities assumed by the officers, etc., the insured, in the execution of
their duties, or any liability claims made against them in connection with those responsibilities.
However, there are certain exemptions such as in the case where the damages are caused by an action taken withthe knowledge that it is a violation of laws and regulations and are not covered by the insurance. (The Company
fully pays the insurance premium, including that of riders, and the insured do not bear the actual cost of thepremium.) If Mr. Takashi Kono is elected and he assumes the office of External Audit & Supervisory Board
Member during his term of office due to a shortfall in the number of Audit & Supervisory Board Membersprescribed by laws and regulations, he will be included in the insured under the said insurance contract.
5. The Company has entered into an indemnification agreement with all Directors as stipulated in Article 430-2,
Paragraph 1 of the Companies Act, under which the Company will indemnify them for the expenses stipulated in
Item 1, Paragraph 1 and losses stipulated in Item 2, Paragraph 1 of the same Act to the extent provided by laws andregulations. If Mr. Takashi Kono is elected and he assumes the office of External Audit & Supervisory Board- 10 -

Member during his term of office due to a shortfall in the number of Audit & Supervisory Board Membersprescribed by laws and regulations, the same indemnification agreement will be executed with them.

- 11 -