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 shall prevail.

Securities Code: 7212
June 4, 2024
(Commencement date of measures for electronic provision of information: May 27 2024)
To our shareholders:Yuichi Fukuda
President & CEO
F-TECH INC.
19 Showanuma, Shobucho, Kuki-shi, Saitama

Notice of the 69th Annual General Meeting of Shareholders
You are cordially invited to attend the 69th Annual General Meeting of Shareholders of F-TECH INC. (the“Company”) to be held as described below.
In convening this General Meeting of Shareholders, measures for electronic provision of information are
implemented for the information contained in the Reference Documents for General Meeting of Shareholders, etc.
(matters subject to the measures for electronic provision), which is posted on “4. Websites on Which Matters Subject
to the Measures for Electronic Provision Are Posted” described below. You are kindly requested to access any ofthese websites and check the information.
If you choose not to attend the meeting, you may exercise your voting rights via the Internet or in writing. Please
exercise your voting rights by either of the methods. The contents of each proposal are described in the Reference
Documents for General Meeting of Shareholders. Please review the documents and exercise your voting rights, sothat your vote is received no later than 5:00 p.m. on Wednesday, June 19, 2024 (JST).
1. Date and Time: Thursday, June 20, 2024, at 10:00 a.m. (reception starts at 9:00 a.m.) (JST)
2. Venue:
Royal Crown C, fourth floor, ROYAL PINES HOTEL URAWA
2-5-1 Naka-cho, Urawa-ku, Saitama-shi, Saitama
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements, and audit reports by financial auditors andthe Board of Auditors of the Consolidated Financial Statements for the 69th fiscal year (from April 1, 2023
to March 31, 2024).
2. The Non-consolidated Financial Statements for the 69th fiscal year (from April 1, 2023 to March 31, 2024).
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Five Directors
4. Websites on Which Matters Subject to the Measures for Electronic Provision Are Posted:No.
Name and URL of the website
How to access
1
The Company’s website
Please inspect the information from the Notice of theGeneral Meeting of Shareholders in the Archives of IR
https://www.ftech.co.jp/
reports in Investor Relations.
2
Listed Company Search (Tokyo Stock
Please enter “F-TECH” in the issue name (company name)
Exchange)or “7212” in the securities code to search, and select Basic
information and Documents for public inspection/PR
https://www2.jpx.co.jp/tseHpFront/JJK0
information in that order.
20010Action.do?Show=Show
3

The Portal of Shareholders’ Meetinghttps://www.soukai-portal.net (Japanese
only)

Please scan the QR Code on the enclosed voting form, or
enter your ID and initial password.

* Each of the above websites may be temporarily unavailable for access due to regularly scheduled maintenance, etc.
If you are unable to view either website, please confirm the posted content through another website or wait a certain amount of time-1-

before attempting to access the same website again.
- When you attend the meeting in person, please submit the enclosed voting form at the reception.
- Only shareholders who need nursing care or Japanese-language interpretation may enter the meeting accompanied by one caregiveror interpreter. However, these accompanying persons may only speak and act as caregivers or interpreters in the venue, except when
they are shareholders with voting rights.
--

Any changes in the matters subject to the measures for electronic provision will be posted on each of the websites on the Internet.
Among the matters subject to the measures for electronic provision, the matters below are posted on the Company’s website inaccordance with laws and regulations and the provision of Article 17 of the Articles of Incorporation of the Company, and are notincluded in the paper-based documents delivered to shareholders who have made a request for delivery of such documents.
Accordingly, the documents are a part of the Consolidated Financial Statements or the Non-consolidated Financial Statements auditedby the auditor in preparing an audit report and by the financial auditor in preparing an accounting audit report.
(i) Notes to the Consolidated Financial Statements(ii) Notes to the Non-consolidated Financial Statements
Souvenirs will not be handed out to shareholders attending the General Meeting of Shareholders. We appreciate your understanding
in regard to this matter.
Any changes in the operation of the General Meeting of Shareholders due to yet unforeseen future circumstances will be announced
on the Company’s website.
The Company’s website (https://www.ftech.co.jp/)-2-Reference Documents for General Meeting of Shareholders
Proposal No. 1

Appropriation of Surplus

The appropriation of surplus is proposed to be as follows:
Year-end dividends
Giving consideration to the future business development, the Company proposes to pay the year-end dividend forthe fiscal year under review of JPY10 per share.
(1)

Type of dividend property
Cash

(2)

Allotment of dividend property to shareholders and their aggregate amount
JPY10 per common share of the Company
Total amount: JPY187,077,730(3)Effective date of dividends of surplus
June 21, 2024

Reference

Dividend Policy

The Company recognizes the return of profits to shareholders based on business performance as an importantmanagement issue and maintains a basic policy to return profits to shareholders in a manner that is stable and continuous,comprehensively taking into account the status of operating results, dividend payout ratios, and internal reserves in
addition to investment plans from a long-term perspective and strengthening of the corporate structure, and will continue
to strive for sustainable growth and improved dividend levels.
For the fiscal year under review, the Company intends to pay the year-end dividend of JPY10 per share, and combinedwith the interim dividend of JPY10, the annual dividend is scheduled to be JPY20 per share for a dividend payout ratioof 22.1%.

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Proposal No. 2

Election of Five Directors

At the conclusion of this meeting, the terms of office of five Directors will expire.
Therefore, the Company proposes the election of five Directors.
The candidates for Director are as follows:
CandidatestatusMember of
Nomination
andRemuneration
Committee *Reelection〇

Candidate
No.

Name

1

Yuichi Fukuda

2

Hajime Fujitaki

3

Hiroyuki Aoki

Director & Senior Managing Executive Officer
Division Manager of Management Planning Division
Global Business Management Officer

Reelection

4

Naoko Tomono

DirectorReelection
OutsideIndependent◎

5

Nobuhiro Koga

DirectorReelection
OutsideIndependent〇*

Current position and responsibilities in the Company

President & CEO
Director & Senior Managing Executive Officer

Reelection

Global Chief SED Officer

Nomination and Remuneration Committee consists of three Directors (including two outside Directors). 〇 indicates a memberand ◎ indicates a chairperson (as of April 1, 2024).

Reference: Diversity of the candidates for Director
The Board of Directors of the Company is composed of diverse Directors from different backgrounds, withdiverse expertise, experience, and other qualities.
The backgrounds of the five candidates for Director, including their expertise, experience, etc. are as follows:
Name

GenderYuichi Fukuda

Male

Independent Corporate
Officermanagement〇〇

Hajime Fujitaki Male
Hiroyuki Aoki

Technology Production &Legal affairs Governance
Sales & Finance &Academic Overseas&
manufacturing& risk&procurement accounting
experience experiencedevelopment technology
management Sustainability
〇

〇

〇

〇

Naoko Tomono Female

OutsideIndependent

Nobuhiro Koga

OutsideIndependent

〇
〇

〇

Male

Male

〇

〇

〇

〇

〇

〇

〇
〇

(Engineering)-4-Candidate
No.

1

Name
(Date of birth)

Career summary, and position
and responsibility in the Company

Yuichi Fukuda(December 1, 1967)

Dec. 1994
Jun. 2004
Jun. 2008
Mar. 2010[Tenure as Director]
20 years, as of theconclusion of thisgeneral meeting

Apr. 2012[Attendance at Board of
Directors Meetings(fiscal year under review)]
20 attended/20 held (100%)
Reelection

Apr. 2013
Apr. 2014
Apr. 2015

Joined the Company
Director
Director & Senior Managing Executive Officer
Division Manager of Management Planning
Division
Chief Sales & Marketing Officer andRegional CEO of North America
Chief Domestic Business Officer
Executive Vice President
President & CEO (current position)

Number of theCompany’s shares
owned

309,900 sharesDec. 2021

Member of Nomination and Remuneration
Committee (current position)[Significant concurrent positions outside the Company]

None[Reasons for nomination as candidate for Director]
Yuichi Fukuda has diverse experience and broad knowledge gained through his service as a president of domestic andoverseas sites and as a person responsible for overseas business area, production planning area and management
planning area. Since becoming President & CEO in April 2015, he has adequately performed his duties in criticalmanagement decision-making and supervising business execution with strong leadership and decisiveness nurtured
through his experience and knowledge. The Company has judged him to be able to strive for the Company group’s
continuous growth and increase in corporate value over a medium- to long-term, and has nominated him again as
Director. He is scheduled to assume the position as President & CEO when reelected as Director.

Hajime Fujitaki(October 7, 1959)[Tenure as Director]
12 years, as of theconclusion of thisgeneral meeting2Aug. 1981

Joined the Company

Jun. 2004

Senior Operating Officer

May 2008

President of F&P America Mfg., Inc.

Apr. 2012

Division Manager of Quality Assurance
Division
Director & Managing Executive Officer

Jun. 2012
Apr. 2013

Division Manager of Production Planning
Division
11,400 shares
Apr. 2016
Division Manager of Sales &[Attendance at Board ofMarketing Division
Directors Meetings
Apr. 2017
Division Manager of Sales & Marketing(fiscal year under review)]
Division and Regional CEO of Asia
19 attended/20 held (95%)
Apr. 2020
Director & Senior Managing Executive
Reelection
Officer (current position)
Apr. 2020
Global Chief SED Officer (current position)[Significant concurrent positions outside the Company]
None[Reasons for nomination as candidate for Director]
Hajime Fujitaki has a wide range of experience as a responsible person including the supervision of the developmentarea, sales & marketing area, and production planning area, as well as the service as a president of overseas sites, andcurrently serves as Global Chief SED Officer. Leveraging his abundant experience and in-depth knowledge in the
Company group’s management nurtured through his career, he has properly performed his duties in critical management
decision-making and supervising business execution as a Director. Therefore, the Company has nominated him again as
Director. He is also scheduled to assume the position as Senior Managing Executive Officer when reelected as Director.

-5-Candidate
No.

Name
(Date of birth)

Career summary, and position
and responsibility in the Company
Aug. 2015

Hiroyuki Aoki
(October 12, 1958)[Tenure as Director]
8 years, as of theconclusion of this general
meeting

3[Attendance at Board of
Directors Meetings(fiscal year under review)]
20 attended/20 held (100%)
Reelection

4

Joined the Company as Deputy Division
Manager of Management Planning Division
Apr. 2016
Senior Operating Officer
Apr. 2016
Division Manager of Management Planning
Division (current position)
Jun. 2016
Director & Senior Operating Officer
Apr. 2020
Director & Senior Managing Executive
Officer (current position)
Apr. 2020
Global Business Management Officer(current position)[Significant concurrent positions outside the Company]
None

Number of theCompany’s shares
owned

15,600 shares[Reasons for nomination as candidate for Director]
Hiroyuki Aoki has experience in important administrative affairs as a person responsible for the Company’s management
planning area, including supervision of the Company group’s accounting, finance, human resources and labor management,
governance and compliance. Currently, he serves concurrently as Global Business Management Officer. Leveraging his
abundant experience and in-depth knowledge in the Company group’s management nurtured through his career, he has
properly performed his duties in critical management decision-making and supervising business execution as a Director.
Therefore, the Company has nominated him again as Director. He is also scheduled to assume the position as Senior
Managing Executive Officer when reelected as Director.
Apr. 1988
Joined Sogo & Seibu Co., Ltd. (formerly Seibu
Department Store Co., Ltd.)
Dec. 2008
Registered as an attorney at law (Daini Tokyo
Bar Association)
Naoko Tomono(August 25, 1964)
Jan. 2009
Joined T and T PARTNERS LAW OFFICE(formerly Takagi Yoshiko LAW OFFICE)[Tenure as outside Director]
Jan.
2013
Partner (current position)
7 years, as of the conclusion
Jun.
2016
Outside Director of Taisei Lamick Co., Ltd.
of this general meeting(current position)[Attendance at Board ofJun. 2017
Outside Director of the Company (current– sharesDirectors Meetings
position)(fiscal year under review)]
Dec. 2021
Chairperson of Nomination and Remuneration
20 attended/20 held (100%)
Committee (current position)
Apr. 2024
Vice President of the Daini Tokyo Bar
Reelection
OutsideAssociation (current position)
Independent[Significant concurrent positions outside the Company]
Partner of T and T PARTNERS LAW OFFICE
Outside Director of Taisei Lamick Co., Ltd.
Vice President of the Daini Tokyo Bar Association[Reasons for nomination as candidate for outside Director and summary of expected roles]
Naoko Tomono has no experience of involvement in company management except as an outside officer, but she has an
objective viewpoint and abundant experience from her many years working in business and as a lawyer, and has been judged
to be able to appropriately perform the duties, such as supervising the business execution of Directors of the Company.
Therefore, the Company has again nominated her as outside Director.
She is expected to utilize her extensive practical experience as an attorney at law to continue to supervise all aspects of theexecution of duties, particularly regarding legal affairs, risk management, governance and sustainability, and oversee theCompany’s management from an independent standpoint.
When reelected, she will deliberate on the election and dismissal of officers, a remuneration system for officers, and othermatters as a chairperson of Nomination and Remuneration Committee, and engage in building a highly objective governancesystem.

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Candidate
No.

Name
(Date of birth)

Career summary, and position
and responsibility in the Company
Apr. 1996

Number of theCompany’s shares
owned

Associate Professor, Faculty of Fundamental
Engineering (formerly Department of
Mechanical Engineering), Nippon Institute ofTechnology
Apr. 2002
Professor, Faculty of Fundamental
Engineering (formerly Department of
Mechanical Engineering), Nippon Institute ofTechnology (current position)
Nobuhiro Koga
(April 26, 1955)
Apr. 2013
Chairman, Industry-University Cooperation
Center (formerly Industry-University[Tenure as outside Director]
Cooperation and Entrepreneurial Education
6 years, as of the conclusion
Center), Nippon Institute of Technologyof this general meeting(current position)
May 2016
Director, Association of Saishin Collabo[Attendance at Board of– sharesDirectors Meetings
Sangakukan industry-academic-government(fiscal year under review)]
collaboration (current position)
20 attended/20 held (100%)
Jun. 2018
Outside Director of the Company (current
position)
Reelection
OutsideDec. 2021
Member of Nomination and Remuneration
5
Independent
Committee (current position)[Significant concurrent positions outside the Company]
Professor, Faculty of Fundamental Engineering, Nippon
Institute of Technology
Chairman, Industry-University Cooperation Center, Nippon
Institute of Technology
Director, Association of Saishin Collabo Sangakukan industryacademic-government collaboration[Reasons for nomination as candidate for outside Director and summary of expected roles]
Nobuhiro Koga has no experience of involvement in company management except as an outside officer, but he hasabundant knowledge, experience, and an objective viewpoint as a university professor specializing in mechanicalengineering. Therefore, the Company has judged him to be able to appropriately perform the duties, such as supervising
the business execution of Directors of the Company, and has again nominated him as outside Director.
He is expected to utilize his extensive knowledge and experience as a university professor specializing in mechanicalengineering to continue to supervise all aspects of the execution of duties, particularly regarding research and development,
and oversee the Company’s management from an independent standpoint.
When reelected, he will deliberate on the election and dismissal of officers, a remuneration system for officers, and othermatters as a member of Nomination and Remuneration Committee, and engage in building a highly objective andtransparent governance system.
Notes: 1. For the selection of Director candidates, the Company has established a Nomination and Remuneration Committee as anon-statutory advisory body to the Board of Directors. The Committee is chaired by an independent outside Director, and amajority of the Committee members are independent outside Directors. Consulted by the Board of Directors, the Committee
makes discussions and reports on the outcome to the Board of Directors. The Board of Directors shall respect the report ofNomination and Remuneration Committee so as to increase the objectivity and transparency of the decision-making
procedures.
2. There is no special interest between any of the candidates and the Company.
3. Naoko Tomono and Nobuhiro Koga are candidates for outside Director.
4. The Company has entered into agreements with Naoko Tomono and Nobuhiro Koga to limit their liability for damages
under Article 423, paragraph 1 of the Companies Act, pursuant to the stipulations of Article 427, paragraph 1 of the same
Act. The maximum amount of liability for damages under this agreement is the minimum liability amount provided forunder Article 425, paragraph 1 of the same Act. If their election is approved, the Company plans to renew the agreementswith them.
5. Each candidate currently serves as a Director of the Company. The Company has entered into a directors and officers(D&O) liability insurance contract with an insurance company, as prescribed under Article 430-3, Paragraph 1 of theCompanies Act. Each candidate is an insured party under this contract. The insurance covers legal damages and litigation
expenses borne by an insured party in the event that a claim for damages is made due to an act (or omission) committed by
the insured party in his or her capacity as a Director or an officer of the Company. The Company is fully responsible forpaying the insurance premiums for all insured parties. If the election of each candidate is approved, then they will continue
to be included in the insured parties under the insurance contract. The Company intends to renew the insurance contract on

-7-

6.

the same terms, during the candidates’ term of office.
Naoko Tomono and Nobuhiro Koga satisfy the requirements of the Company’s “Independence Criteria for Outside Officers.”
Furthermore, they satisfy the requirements for an independent officer as provided for by Tokyo Stock Exchange, Inc., and theCompany has submitted notification to the aforementioned exchange concerning their appointment as independent officers.
If their election is approved, the Company plans to continue their registration as independent officers.

-8-<Independence Criteria for Outside Officers>
The Company has established the following independence criteria for selecting candidates for independent
outside Director and independent outside Auditor. The highest priority is given to the requirement that there be
no conflict of interest between outside Directors and general shareholders, and those falling under any of thefollowing criteria shall not be deemed to be independent.
(1)

(2)
(3)
(4)

A person who is currently falling under any of (i) to (viii)(i) A business executive of the Company group(ii) An entity or its business executive where the Company group is a major business partner, and that has
derived 2% or more of its annual consolidated net sales from transactions with the Company group in
the most recent business year(iii) An entity or its business executive that is major business partner of the Company group, with theCompany group having derived 2% or more of its annual consolidated net sales from transactions
with the entity in the most recent business year(iv) An entity or its business executive that is an important provider of funds for the Company, such thatthe value of funds provided to the Company group is 2% or more of the Company group’s consolidated
total assets(v) A major shareholder of the Company (who owns 10% or more of the voting rights, whether directly
or indirectly), or its business executive(vi) A certified public accountant, or employee, partner or staff of an audit corporation, serving as financial
auditor to the Company group(vii) A certified public accountant, tax accountant, legal specialist or other consultant who obtain monetaryand other financial benefits amounting to JPY10 million or more in annual compensation excluding
officers’ compensation from the Company group (including the person belonging to the organization
if the one who received the relevant property is an organization such as corporation, association andoffices)(viii) A person who belongs to legal offices, audit corporations, tax accountant offices or consulting
companies that receive monetary consideration or other property from the Company group amounting
to 2% or more of their annual consolidated net sales
A person who has fallen under (ii) - (viii) over the previous 5 years
Spouse or persons within the second degree of kinship of a person falling under the above criteria (only incases where a person is in a position of importance)
A person whose tenure as an outside officer totals more than 8 years

Established on November 5, 2015

Notes: 1.
2.
3.

“Business executive” shall mean an executive director, executive officer, operating officer, manager or other such
employee. (Excluding Auditors)“The Company group” shall mean the Company and the subsidiaries of the Company.
“Position of importance” shall mean a director, operating officer, person of the level of general manager, certified public
accountant of an audit corporation or accountant office, or attorney at law belonging to any kind of legal firm (including
so-called associates).

-9-