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: 5715
June 7, 2017
To our shareholders:
Naohisa Miyakawa
President & Representative Director
Furukawa Co., Ltd.
2-3 Marunouchi 2-chome, Chiyoda-ku, Tokyo

Notice of the 150th Annual Shareholders’ Meeting
You are cordially invited to attend the 150th Annual Shareholders’ Meeting of Furukawa Co., Ltd. (the“Company”), which will be held as indicated below.
If you are unable to attend the meeting, we kindly request that you exercise your voting rights after reviewing theReference Documents for Shareholders’ Meeting, either by returning the enclosed voting form indicating approvalor disapproval or by electronic means (via the Internet, etc.) to reach us no later than 5:00 p.m. on Wednesday,June 28, 2017 (JST).
1. Date and Time: Thursday, June 29, 2017, at 10:00 a.m. (JST)
2. Venue:
3rd floor, Company’s Conference Room, Marunouchi-Nakadori Bldg.
2-3 Marunouchi 2-chome, Chiyoda-ku, Tokyo
3. Purpose of the Meeting
Matters to be reported:
1. Business Report, Consolidated Financial Statements and the results of audits of the Consolidated Financial
Statements by the Accounting Auditor and the Audit & Supervisory Board for the 150th fiscal year (from
April 1, 2016 to March 31, 2017)
2. The Non-Consolidated Financial Statements for the 150th fiscal year (from April 1, 2016 to March 31,
2017)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Consolidation of Shares
Proposal No. 3
Partial Amendments to the Articles of Incorporation
Proposal No. 4
Election of Nine (9) Directors
Proposal No. 5
Election of One (1) Audit & Supervisory Board Member
Proposal No. 6
Election of One (1) Substitute Audit & Supervisory Board Member
Proposal No. 7
Revision of Remuneration Amount for Directors and Audit & Supervisory Board
Members
4. Information on the Exercise of Voting Rights, etc.:
1. If you wish to exercise your voting rights by mail:Please indicate approval or disapproval on the voting form, and post it in the envelope provided without
affixing a stamp. Voting deadline: Please ensure that it reaches us by 5:00 p.m. on June 28, 2017
(Wednesday).
2. If you wish to exercise your voting rights over the Internet:
Please access the voting website (http://www.web54.net) from your PC or smartphone, enter the voting
code and password indicated on the voting form, and then follow the instructions on the screen forindicating approval or disapproval.
Voting deadline: Please ensure that you exercise your voting rights by 5:00 p.m. on June 28, 2017
(Wednesday).
3. Shareholders who have an account with a trust bank, etc. (include standing proxies) may use, in addition tovoting via the Internet, the electronic voting platform operated by ICJ, Inc., a joint-venture company of theTokyo Stock Exchange, Inc., to exercise voting rights at the Annual Shareholders’ Meeting by applying in
advance to use the platform.
- 1 -1. When you attend the meeting, we kindly request that you submit the enclosed voting form to the receptionist at the venue.
For the purpose of saving resources, please bring this Notice with you to the meeting.
2. If you exercise your voting rights by proxy, you can delegate your voting rights to one (1) proxy who is a shareholder of theCompany with voting rights. In such case, please have the proxy submit a document evidencing the authority of proxy to thereceptionist at the venue.
3. If there are any revisions to the Reference Documents for Shareholders’ Meeting, Business Report, and/or Consolidated and NonConsolidated Financial Statements, such revisions will be posted on the Company’s website.
The Company’s website (Information Page of Shareholders’ Meeting)
http://www.furukawakk.co.jp/ir/stock/meeting_info.html (Japanese)
http://www.furukawakk.co.jp/e/ir/ (English)- 2 -Reference Documents for Shareholders’ Meeting
Proposal No. 1

Appropriation of Surplus

The Company proposes the following appropriation of retained earnings.
Year-end dividends
The Company shall seek to enhance returns to shareholders, while adopting the fundamental policy of allocating
profits from a comprehensive viewpoint, including the primary consideration of capital investments that are
essential for securing earnings and internal reserves required for R&D, as well as business prospects in the coming
years and various other matters.
Taking into account such factors as the Company’s business results for the current fiscal year and future businessdevelopment, the Company proposes to appropriate retained earnings in the form of a year-end dividend for the150th fiscal year as follows.
1.
2.

3.

Type of dividend property
Cash
Allotment of dividend property and their aggregate amount¥5.00 per common share of the Company
Total dividends: ¥2,020,213,760
Effective date of dividends of surplus
June 30, 2017

- 3 -

Proposal No. 2
1.

2.

3.
4.
5.

Note:

Consolidation of Shares

The reason why consolidation of shares is necessary
Stock exchanges nationwide have announced the “Action Plan for Consolidating Trading Units” and aim at
consolidating trading units (number of shares per share unit) of common share of all the domestic listedcompanies to 100 shares. As one of the companies listed on the Tokyo Stock Exchange, the Company
respects the intent of this and has decided to change the trading units of the shares of the Company from
1,000 shares to 100 shares, and together with this, in order to maintain the level per trading unit that is
considered desirable by Stock exchanges nationwide (¥50,000 or over and less than ¥500,000), the Company
will conduct consolidation of shares.
Ratio of consolidation
The Company proposes to consolidate ten (10) shares of common share of the Company to one (1) share.
If any fraction of less than one (1) share arises as a result of consolidation of shares, in accordance with theprovisions of Article 235 of the Companies Act, the Company shall sell all of the fractional shares in one
block, and distribute the sales proceeds to shareholders who held the fractional shares in accordance with theratio of the respective fractional shares.
Effective date of consolidation of shares
Sunday, October 1, 2017
Total number of authorized shares to be issued as of effective dateCurrent 800,000,000 shares will be changed to 80,000,000 shares.
Other notes
The consolidation of shares pertaining to this Proposal, however, can only take effect after Proposal No. 3“Partial Amendments to the Articles of Incorporation” is approved and resolved.
In addition, for other necessary procedural matters the Company would like to ask you to leave it up to theBoard of Directors.
Although the consolidation of shares will result in a reduction in the number of shares of the Company held by theshareholders to one-tenth of the number before the consolidation, there will be no change in net assets or the like before andafter the consolidation, meaning that net assets per share will be ten times. Therefore, there will be no change in the respective
asset value of shares of the Company held by each shareholder, except when impacted by other factors such as fluctuations of
the stock market.

- 4 -Proposal No. 3

Partial Amendments to the Articles of Incorporation

1.

Reasons for Amendments(1) Based on the current situation of the business operated by the Company and subsidiaries of theCompany, the Company proposes to partially amend Article 2 (Purposes) of the current Articles ofIncorporation, in order to clarify business specifics.
(2) Out of respect for the “Action Plan for Consolidating Trading Units” announced by Stock exchanges
nationwide, in order to change the number of shares per share unit from the present 1,000 shares to 100
shares, the Company proposes to amend Article 8 (Number of Shares per Share Unit) of the current
Articles of Incorporation. In addition, taking into account the decrease in the total number of sharesalready issued by the Company, the Company proposes to change the total number of authorized shares
to be issued as set forth in Article 6 of the current Articles of Incorporation to conform to ratio of theconsolidation of shares. Those changes can only take effect after Proposal No. 2 “Consolidation of
Shares” is approved and resolved. The Company will add supplementary provisions to the effect that
this amendment will come into effect as of October 1, 2017, the effective date of the consolidation ofshares, and after the amendment takes effect, the relevant supplementary provision shall be deleted fromthe Articles of Incorporation.
(3) The Company proposes to partially amend Article 21 (Representative Directors and Directors With
Special Titles) of the current Articles of Incorporation in order to provide flexibility in conducting
meetings of the Board of Directors and mobility in building optimum management structure. In
addition, the Company proposes to make necessary amendments to Article 12 (Convocation), Article 14(Chairperson) and Article 22 (Convener and Chairperson of Meeting of the Board of Directors) of thecurrent Articles of Incorporation.
(4) The Company proposes to change the number of Directors as set forth in Article 18 of the current
Articles of Incorporation from not more than eighteen (18) to not more than twelve (12), aiming atfurther efficiency improvement of management through activation of the Board of Directors andacceleration of decision-making.
(5) In preparation for the case of a shortfall in the number of Audit & Supervisory Board Members asprovided in the laws and regulations, the Company proposes to add provisions to Article 30 of thecurrent Articles of Incorporation with regard to election of substitute Audit & Supervisory Board
Member and a provision to the effect that the effective period of resolutions for the election ofsubstitute Audit & Supervisory Board Members will be four (4) years.

2.

Details of the amendments
The details of the amendments are as follows:(Underlined parts indicate the amendments)
Proposed Amendments
Chapter I
General Provisions
Article 1 (Unchanged)

Current Articles of Incorporation
Chapter I
General Provisions
Article 1 (Omitted)(Purposes)
Article 2
1. The purpose of the Company shall be to own shares ofcompanies that engage in the following business activities
and thereby control and manage the business activities of
the relevant companies.

(Purposes)
Article 2
1. (Unchanged)(1) Nonferrous metals mining business, nonferrous metals
smelting business, and the manufacturing of preciousmetal products, in addition to collection of valuable metals
such as iron and nonferrous metals, and sales of products
made from said valuable metals(2)-(5) (Omitted)(6) Manufacturing and sales of multistory parking systems(1) Nonferrous metals mining business, nonferrous metals
smelting business, as well as the manufacturing of
precious-metal products and sales of said products, inaddition to collection of valuable metals such as iron andnonferrous metals, and recycling business(2)-(5) (Unchanged)(Deleted)- 5 -Current Articles of Incorporation

Proposed Amendments(7) Manufacturing and sales of civil engineering andconstruction machinery, mining machinery, agricultural
machinery, loading machinery, conveyance machinery,automobile bodies, and wooden parts for automobile(6) Manufacturing and sales of civil engineering andconstruction machinery, mining machinery, agricultural
machinery, loading machinery, conveyance machinery,
and automobile bodies(8) Development, manufacturing and sales of information
processing equipment, computer systems, broadcasting
equipment and software(9)-(11) (Omitted)(12) Manufacturing and sales of industrial chemicals such as
sulfuric acid, inorganic coagulants, and inorganic
pigments, in addition to equipment for manufacturing said
industrial chemicals(7) Development, manufacturing and sales of information
processing equipment, computer systems and software(13) (Omitted)(12) (Unchanged)(14) Disposal business of industrial waste and general waste,
recycling business and greening business(13) Collection, carrying, storage and disposal business ofindustrial waste and general waste as well as recycling
business and greening business(14)-(16) (Unchanged)(17) Motor truck transportation business, motor forwarding
agency business, domestic shipping business andconsigned freight forwarding business(15)-(17) (Omitted)(Newly established)(8)-(10) (Unchanged)(11) Manufacturing and sales of industrial chemicals such as
sulfuric acid, inorganic coagulants, and inorganic
pigments, in addition to equipment for manufacturing said
industrial chemicals (Change in Japanese only; English
unchanged)(18) (Omitted)(18) (Unchanged)(19) Warehouse business, sale and purchase of secondhand
articles, worker dispatching business, financial services,
leasing business, insurance agency business and nonlife
insurance agency business under the Automobile Liability
Security Act, earth and quarrying business, ceramics
business, forestry, and petroleum and coal sales(19) Warehouse business, sale and purchase of secondhand
articles, worker dispatching business, financial services,
leasing business, earth and quarrying business, ceramics
business, and forestry(20) (Omitted)
2.-3. (Omitted)(20) (Unchanged)
2.-3. (Unchanged)

Article 3- Article 5 (Omitted)
Chapter II
Shares(Total Number of Authorized Shares to Be Issued)
Article 6
The total number of authorized shares to be issued by theCompany shall be 800,000,000.

Article 3- Article 5 (Unchanged)
Chapter II
Shares(Total Number of Authorized Shares to Be Issued)
Article 6
The total number of authorized shares to be issued by theCompany shall be 80,000,000.

Article 7 (Omitted)

Article 7 (Unchanged)(Number of Shares per Share Unit)
Article 8
The number of shares constituting one unit of shares of theCompany shall be 1,000.

(Number of Shares per Share Unit)
Article 8
The number of shares constituting one unit of shares of theCompany shall be 100.

Article 9- Article 11 (Omitted)
Chapter III
Shareholders’ Meeting(Convocation)
Article 12
1. (Omitted)

Article 9- Article 11 (Unchanged)
Chapter III
Shareholders’ Meeting(Convocation)
Article 12
1. (Unchanged)

2. The President & Director shall convene shareholders’meeting in accordance with the resolutions of the Board of
Directors.

2. A Director determined in advance by the Board of
Directors shall convene shareholders’ meeting.

Article 13 (Omitted)

Article 13 (Unchanged)- 6 -Current Articles of Incorporation(Chairperson)
Article 14
1. The President & Director shall chair shareholders’ meeting.

Proposed Amendments(Chairperson)
Article 14
1. A Director determined in advance by the Board of
Directors shall chair shareholders’ meeting.

2. In cases where the President & Director is prevented fromso acting, another Director shall chair the meeting inaccordance with the order of precedence determined by the
Board of Directors in advance.

2. In cases where the Director as referred to in the preceding
paragraph is prevented from so acting, another Director
shall chair the meeting in accordance with the order ofprecedence determined by the Board of Directors inadvance.

Article 15- Article 17 (Omitted)
Article 15- Article 17 (Unchanged)
Chapter IV
Chapter IV
Directors and Board of Directors
Directors and Board of Directors(Number of Directors)(Number of Directors)
Article 18
Article 18
The Company shall have not more than eighteen (18) Directors. The Company shall have not more than twelve (12) Directors.
Article 19- Article 20 (Omitted)

Article 19- Article 20 (Unchanged)(Representative Directors and Directors With Special Titles)
Article 21
1. (Omitted)(Representative Directors and Directors With Special Titles)
Article 21
1. (Unchanged)(Deleted)

2. The Board of Directors shall appoint one President &Director to represent the Company by its resolution.
3. In addition to the preceding paragraph, if necessary due tobusiness-related reasons, the Board of Directors may
appoint, by its resolution, one Chairperson & Director, one
Executive Vice President & Director, one or two Senior
Managing Directors, and one or a small number ofManaging Directors.

2. The Board of Directors may appoint, by its resolution,
Chairperson & Director, President & Director, Executive
Vice President & Director(s), Senior Managing Director(s),and Managing Director(s).

(Convener and Chairperson of Meeting of the Board of
Directors)
Article 22
Unless otherwise provided for by laws and regulations, thePresident & Director shall convene meetings of the Board of
Directors and chair the meetings. Provided, however, that if
there is the Chairperson & Director, the Chairperson &Director shall convene meetings of the Board of Directors andchair the meetings.
(Newly established)(Convener and Chairperson of Meeting of the Board of
Directors)
Article 22
1. Unless otherwise provided for by laws and regulations, a
Director determined in advance by the Board of Directors
shall convene meetings of the Board of Directors and chairthe meetings.

Article 23- Article 28 (Omitted)
Chapter V
Audit & Supervisory Board Members
and Audit & Supervisory Board
Article 29 (Omitted)

Article 23- Article 28 (Unchanged)
Chapter V
Audit & Supervisory Board Members
and Audit & Supervisory Board
Article 29 (Unchanged)(Election)
Article 30
1. (Omitted)(Election)
Article 30
1. (Unchanged)

2. (Omitted)

2. (Unchanged)

2. In cases where the Director as referred to in the preceding
paragraph is prevented from so acting, another Director
shall convene meetings of the Board of Directors and chairthe meetings in accordance with the order of precedence
determined by the Board of Directors in advance.

- 7 -Current Articles of Incorporation(Newly established)

Proposed Amendments
3. The Company may elect substitute Audit & Supervisory
Board Member(s) at a shareholders’ meeting in case of ashortfall in the number of Audit & Supervisory Board
Members required by laws and regulations.

(Newly established)

4. The period in which the resolutions relating to election ofsubstitute Audit & Supervisory Board Member(s) remain in
effect shall expire at the start of the annual shareholders’meeting for the last fiscal year that ends within four years
from the time of the relevant resolution.

Article 31- Article 36 (Omitted)
Chapter VI
Accounts
Article 37- Article 40 (Omitted)(Newly established)

Article 31- Article 36 (Unchanged)
Chapter VI
Accounts
Article 37- Article 40 (Unchanged)
Supplementary Provision
Amendment to Articles 6 and 8 of the Articles of Incorporation
shall come into effect as of October 1, 2017. This Supplementary
Provision shall be deleted after October 1, 2017.

- 8 -Proposal No. 4

Election of Nine (9) Directors

The terms of office of all eight (8) Directors will expire at the conclusion of this meeting. In that regard, tostrengthen our management structure, we hereby propose the election of nine (9) Directors (of which three (3) are
Outside Directors), thereby increasing the number of Directors by one (1).
The candidates for Directors are as follows:
CandidateNo.

1

Number of the
Career summary and position and responsibility in the Company Company’s shares
owned
Apr. 1975
Joined the Company
June 2003
General Manager, Human Resources
Department
Mar. 2005
General Manager, Human Resources & General
Affairs Department
June 2007
Executive Officer, General Manager, Human
Resources & General Affairs Department, andGeneral Manager, Secretary Department
Naohisa Miyakawa
June 2009
Executive Officer
183,138 shares(March 25, 1952)
President & Representative Director of*As of March 31,(65 years old)
Furukawa Denshi Co., Ltd.
2017
June 2011
Director and Senior Executive Officer of theReelection
Company
President & Representative Director of
Furukawa Denshi Co., Ltd.
June 2013
President & Representative Director of theCompany(current position)
Significant concurrent positions outside the Company
Not applicable
Reasons for nomination as candidate for Director
After assuming the post of President & Representative Director of the Company, Naohisa Miyakawa established theGroup’s management philosophy, Vision for 2025 “FURUKAWA Power & Passion 150,” formulated “Medium-Term
Management Plan 2019” and promoted management reform, etc., thus has been demonstrating strong leadership incharge of management of the Company. We propose the election of him as Director again because we believe it isnecessary to apply his extensive experience, track record and leadership in the Company’s management in order tosustainably improve the corporate value.
Name(Date of birth)- 9 -Candidate
No.

2

3

Number of the
Career summary and position and responsibility in the Company Company’s shares
owned
Apr. 1972
Joined the Company
July 2002
General Manager, Information System
Department
July 2003
General Manager, Purchasing Department andGeneral Manager, Information System
Department
June 2005
Executive Officer, General Manager,
Purchasing Department, and General Manager,
Toshio Matsumoto
Information System Department
186,635 shares(February 3, 1950)
June 2007
Executive Officer and General Manager,*As of March 31,(67 years old)
Information System Department
2017
Reelection
June 2009
Director, Senior Executive Officer, and General
Manager, Corporate Planning Department
June 2011
Managing Director and Managing Executive
OfficerJune 2015
Senior Managing Director(current position)
Significant concurrent positions outside the Company
Not applicable
Reasons for nomination as candidate for Director
Toshio Matsumoto has held important positions at the Company and Group companies, and since assuming the post of
Director of the Company, he has led business operation in the fields of management planning, information systems andpurchasing. At present, he as Director is assistant to the President and is fulfilling responsibility for the Machinery
Division, Environmental & Safety Control Department, Purchasing Department and Information System Department.
We propose the election of him as Director again because we believe it is necessary to apply his extensive experienceand track record in the Company’s management in order to sustainably improve the corporate value.
Apr. 1979
Joined the Company
June 2007
General Manager, Accounting Department
June 2011
Executive Officer and General Manager,
Accounting Department
Minoru Iwata(January 4, 1956)
June 2013
Director, Senior Executive Officer, and General
35,772 shares
Manager, Accounting Department*As of March 31,(61 years old)
June 2015
Director
2017
Reelection
June 2016
Managing Director(current position)
Significant concurrent positions outside the Company
Not applicable
Reasons for nomination as candidate for Director
Minoru Iwata has been working in the Accounting Department for many years, and since assuming the post of Directorof the Company, he has led business operations in the fields of the Accounting Department and Materials Division. At
present, he is fulfilling responsibilities as Director for the Materials Division, Real Estate Division and Corporate
Division (except for Purchasing Department and Information System Department). We propose the election of him as
Director again because we believe it is necessary to apply his extensive experience and track record in the Company’s
management in order to sustainably improve the corporate value.
Name(Date of birth)- 10 -

Candidate
No.

4

Number of the
Career summary and position and responsibility in the Company Company’s shares
owned
Apr. 1972
Joined Furukawa Electric Co., Ltd.
June 2002
Director of Furukawa Electric Co., Ltd.
June 2003
Corporate Senior Vice President of Furukawa
Electric Co., Ltd.
June 2004
Managing Director and Corporate Senior Vice
President of Furukawa Electric Co., Ltd.
June 2006
Senior Managing Director and Corporate
Executive Vice President of Furukawa ElectricCo., Ltd.
June 2008
President, Representative Director and COO of
Furukawa Electric Co., Ltd.
Masao Yoshida
June 2009
President and Representative Director of(February 5, 1949)- shares
Furukawa Electric Co., Ltd.
(68 years old)
*As of March 31,
Apr. 2012
Chairman and Representative Director of2017
Reelection
Furukawa Electric Co., Ltd.
OutsideJune 2013
Director of the Company(current position)
June 2015
Outside Director of JFE Holdings, Inc.
(current position)
Apr. 2016
Chairman and Director of Furukawa ElectricCo., Ltd.
Apr. 2017
Director of Furukawa Electric Co., Ltd.
(current position)
Significant concurrent positions outside the Company
Director of Furukawa Electric Co., Ltd.
Outside Director of JFE Holdings, Inc.
Reasons for nomination as candidate for Outside Director
Masao Yoshida has been engaged in corporate management as a manager over many years, possesses both outstanding
character and insight. Consequently, we propose the election of him as Outside Director so that he will be able to use
his abundant knowledge and extensive experience to provide opinions and advice for the Company’s management witha broad and long-term perspective from objective standpoints outside the Company.
Name(Date of birth)- 11 -

Candidate
No.

5

Number of the
Career summary and position and responsibility in the Company Company’s shares
owned
Apr. 1967
Registered as an attorney at law (a member ofDaiichi Tokyo Bar Association)
Jan. 1969
Co-established Law Office of Nishimura,
Komatsu and Tomotsune
Dec. 1972
Master of Law (LL.M.) at University ofWashington Law School, U.S.
Jan. 1973
Joined Cravath Swaine & Moore LLP, NewYork
Nobuyuki Tomotsune
July 1973
Joined Sullivan & Cromwell LLP, New York
(February 15, 1940)
Oct. 1986
Co-established Law Office of Tomotsune,- shares(77 years old)
Kimura and Mitomi*As of March 31,
Jan. 2005
Co-established Anderson, Mori & Tomotsune
Reelection
2017
LPC
OutsideJune 2008
Outside Audit & Supervisory Board Member ofIndependent
the Company
Jan. 2009
Of Counsel of Anderson, Mori & Tomotsune
LPC(current position)
June 2016
Outside Director of the Company(current position)
Significant concurrent positions outside the Company
Of Counsel of Anderson, Mori & Tomotsune LPC
Reasons for nomination as candidate for Outside Director
Nobuyuki Tomotsune has been engaged as Outside Audit & Supervisory Board Member over many years, and is wellversed in the operations of the Company through auditing. Consequently, we propose the election of him as Outside
Director so that he will be able to use such extensive experience and specialized knowledge as an attorney at law insupervising the Company’s business activities. Although he does not have experience in corporate management otherthan from the position of outside officer, he is deemed capable of performing his duties appropriately as Outside
Director on the aforementioned grounds.
Name(Date of birth)- 12 -

Candidate
No.

6

7

Number of the
Career summary and position and responsibility in the Company Company’s shares
owned
Apr. 1975
Joined Unic Corporation
Oct. 1987
Joined the Company
June 2006
Director of Furukawa Unic Corporation
June 2010
Managing Director of Furukawa UnicCorporation
June 2011
Executive Vice President & Director of
Furukawa Unic Corporation
June 2012
Executive Officer of the Company
Shigeo Matsudo
Executive Vice President & Director of
99,178 shares(December 16, 1951)
Furukawa Unic Corporation*As of March 31,(65 years old)
June 2014
Senior Executive Officer of the Company
2017
President & Representative Director of
Reelection
Furukawa Unic Corporation(current position)
June 2015
Director and Senior Executive Officer of theCompany(current position)
Significant concurrent positions outside the Company
President & Representative Director of Furukawa UnicCorporation
Reasons for nomination as candidate for Director
Shigeo Matsudo has been working in the Unic Division for many years, and since assuming the post of Director of theCompany, he has led business operations in the areas of the Unic Division and plant reform. We propose the election of
him as Director again because we believe it is necessary to apply his extensive experience and track record in the
Company’s management in order to sustainably improve the corporate value.
Apr. 1980
Joined the Company
Oct. 2008
General Manager, Financial Department
June 2011
General Manager, Corporate Planning
Department and General Manager, Financial
Department
June 2012
Executive Officer and General Manager,
Corporate Planning Department
Sept. 2013
Executive Officer, General Manager, Corporate
Kiyohito Mitsumura
Planning Department, and General Manager,
CSR Promotion Department
24,587 shares(July 7, 1955)
Apr. 2014
Executive Officer and General Manager,*As of March 31,(61 years old)
Corporate Planning Department
2017
Reelection
June 2014
Senior Executive Officer
President & Representative Director of
Furukawa Rock Drill Co., Ltd.
(current position)
June 2015
Director and Senior Executive Officer of theCompany(current position)
Significant concurrent positions outside the Company
President of Furukawa Rock Drill Co., Ltd.
Reasons for nomination as candidate for Director
Kiyohito Mitsumura has held important positions at the Company and Group companies, and since assuming the post of
Director of the Company, he has led business operations in the area of the Rock Drill Division. We propose the electionof him as Director again because we believe it is necessary to apply his extensive experience and track record in the
Company’s management in order to sustainably improve the corporate value.
Name(Date of birth)- 13 -

Candidate
No.

8

9

Notes:

Number of the
Career summary and position and responsibility in the Company Company’s shares
owned
Apr. 1969
Joined Toho Zinc Co., Ltd.
June 1999
Director of Toho Zinc Co., Ltd.
June 2000
Executive Officer of Toho Zinc Co., Ltd.
Jan. 2002
Managing Executive Officer of Toho Zinc Co.,Ltd.
June 2002
Managing Director and Managing Executive
Officer of Toho Zinc Co., Ltd.
Tatsuya TejimaJune 2003
Representative Director and Managing(July 12, 1946)
Director, and Managing Executive Officer of- shares(70 years old)
Toho Zinc Co., Ltd.
*As of March 31,
June 2005
Representative Director and Senior Managing
New election
2017
Director, and Senior Managing Executive
OutsideOfficer of Toho Zinc Co., Ltd.
Independent
June 2006
Representative Director and President, and
COO of Toho Zinc Co., Ltd.
June 2008
Representative Director and President of Toho
Zinc Co., Ltd.
(current position)
Significant concurrent positions outside the Company
Representative Director and President of Toho Zinc Co., Ltd.
Reasons for nomination as candidate for Outside Director
Tatsuya Tejima has been engaged in corporate management as a manager over many years, possesses both outstanding
character and insight. Consequently, we propose the election of him as Outside Director so that he will be able to use
his abundant knowledge and extensive experience to provide opinions and advice for the Company’s management witha broad and long-term perspective from objective standpoints outside the Company.
Apr. 1982
Joined the Company
Mar. 2005
Director of Furukawa Metals & Resources Co.,
Ltd.
Jan. 2012
General Manager, Financial Department of theCompany
Masahiro Ogino(September 4, 1958)
June 2013
President & Representative Director of
15,178 shares
Furukawa Metals & Resources Co., Ltd.
*As of March 31,(58 years old)(current position)
2017
New election
June 2015
Executive Officer of the Company(current position)
Significant concurrent positions outside the Company
President & Representative Director of Furukawa Metals &Resources Co., Ltd.
Reasons for nomination as candidate for Director
Masahiro Ogino has been working in the Metal Division for many years since he joined the Company, and has
experience performing the duties of the President of our group company. Accordingly, he has extensive experience anda track record in materials business and management in general. We propose the election of him as Director because webelieve it is necessary to apply his extensive experience and track record in the Company’s management in order tosustainably improve the corporate value.
Name(Date of birth)

1. Responsibilities in the Company of candidates for reelection as of March 31, 2017 are as stated in “The 150th Business
Report 2. Current Status of the Company (2) Status of Officers (i) Status of Directors and Audit & Supervisory Board
Members.” (Japanese only)
2. The described number of shares held by Naohisa Miyakawa, Toshio Matsumoto, Minoru Iwata, Shigeo Matsudo andKiyohito Mitsumura includes shares they hold respectively under the Company’s Director and Audit & Supervisory
Board Member Stock Holding Association. The described number of shares held by Masahiro Ogino includes thenumber of shares he holds under the name of Akanekai, the Company’s Employee Stock Holding Association.
3. The relationships between the Company and the candidates for Directors are as follows:(1) Masao Yoshida is the Director of Furukawa Electric Co., Ltd., which owns 8,777 thousand shares of the Company(has a stake of 2.17%), and the Company owns 2,420 thousand shares of the relevant company (has a stake of
3.42%), including the shares established as a trust by the Company as a retirement benefit trust. In addition, theGroup and the relevant company are engaged in a transactional relationship of leasing of buildings in thepossession of the Company and nonferrous metals products trading.
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Also, Masao Yoshida is an Outside Director of JFE Holdings, Inc. The Company Group and the JFE Group, whose
holding company is JFE Holdings, Inc., are engaged in a business relationship involving the purchase and sale ofindustrial machinery products.
(2) Nobuyuki Tomotsune is an Of Counsel of the Anderson, Mori & Tomotsune LPC, and the Company entered into alegal advisory agreement with the Anderson, Mori & Tomotsune LPC. The total amount of compensation paid by
the Group to the relevant LPC in this fiscal year was less than ten (10) million yen, which has no significance suchthat would affect his independence as Outside Director.
(3) Tatsuya Tejima is the Representative Director and President of Toho Zinc Co., Ltd., and the Group and the relevant
company are engaged in a transactional relationship of trading in chemicals, however these transactions consist ofless than 1% of the respective sales of the relevant company and the Group in this fiscal year, which has no
significance such that would affect his independence as Outside Director.
(4) There is no special interest between any other candidate for Director and the Company.
4. Masao Yoshida, Nobuyuki Tomotsune and Tatsuya Tejima are candidates for Outside Directors.
5. (1) Furukawa Electric Co., Ltd., in which Masao Yoshida serves as Director, by on-site inspection by the Japan Fair
Trade Commission carried out in November 2012, concerning overhead transmission line construction ordered by
Tokyo Electric Power Company and Kansai Electric Power Company, received a cease and desist order and anorder to pay surcharges in relation to transactions ordered by Tokyo Electric Power Company in December 2013,
and in relation to transactions ordered by Kansai Electric Power Company in January 2014, as it was discoveredthat there were acts in violation of the Antimonopoly Act among electric construction companies including therelevant company.
Although Masao Yoshida was not aware of the fact until the above-mentioned facts were discovered, after the
relevant incident, he has worked hard to ensure further thorough implementation of compliance and corporate
ethics upon recognition that compliance is the foundation for all business activities, as well as carried out
establishment and improvement of internal rules and procedures to prevent occurrence of such problems, thorougheducation on compliance, and enhanced monitoring by the Internal Audit Division, and has striven to implement
compliance thoroughly by continuing such activities.
(2) At Toho Zinc Co., Ltd., in which Tatsuya Tejima serves as Representative Director and President, it was
discovered that there was inappropriate accounting processing in the Soft Calm Business Division in the 116th
fiscal term (from April 2014 to March 2015).
Tatsuya Tejima was not aware of such fact until the above-mentioned fact was discovered; however, he had
continued to provide opinions on the importance of ensuring legal compliance and internal governance, andfocused on establishment of systems. In addition, after the above-mentioned fact was discovered, at the Board of
Directors meetings, etc., he instructed on establishment of the Third Party Committee, for serious investigations of
the above-mentioned fact and recurrence prevention measures from the viewpoint of the significance of compliance-related issues and recurrence prevention.
6. Masao Yoshida is Director of Furukawa Electric Co., Ltd., which is a specified related business operator (as provided
for in Article 2, paragraph 3, item 19 of the Ordinance for Enforcement of the Companies Act) of the Company, and has
been Director of the relevant company for the past five (5) years.
7. Tatsuya Tejima will retire from the position as Representative Director and President of Toho Zinc Co., Ltd. as of June29, 2017 and assume the office as Advisor of the relevant company.
8. (1) Masao Yoshida is currently Outside Director of the Company, and at the conclusion of this meeting, his tenure will
have been four (4) years.
(2) Nobuyuki Tomotsune is currently Outside Director of the Company, and at the conclusion of this meeting, his
tenure will have been one (1) year.
9. The Company has included in the Articles of Incorporation provisions that allow it to enter into agreements limiting theliability of Outside Directors for damages to the Company to the range specified in accordance with the provision of
Article 427, paragraph 1 of the Companies Act. Accordingly, the Company has entered into agreements with Masao
Yoshida and Nobuyuki Tomotsune, who are candidates for Outside Directors, respectively on the said limited liability.
If their reelection is approved, the limited liability agreements shall remain in effect. In addition, upon approval of theelection of Tatsuya Tejima as Outside Director, the Company will enter into an agreement with him on the said limited
liability. The following is an outline of the contents of the agreement.
If Outside Director is liable to the Company for any damage attributable to a failure in executing his duties, liability
shall be limited to the higher of either five (5) million yen or the minimum liability amount prescribed in Article 425,
paragraph 1 of the Companies Act. The limitation of the liability shall apply only when the Outside Director acted ingood faith and without gross negligence in performing the duties giving rise to said liabilities.
10. The Company registered Nobuyuki Tomotsune with the Tokyo Stock Exchange as independent officer stipulated by the
Tokyo Stock Exchange. If the reelection of him is approved, the Company will continue the registration of Nobuyuki
Tomotsune as independent officer. Furthermore, Tatsuya Tejima satisfies the requirements for independent officer as
stipulated by the Tokyo Stock Exchange. If the election of him is approved, the Company will register Tatsuya Tejima
as independent officer.
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Proposal No. 5

Election of One (1) Audit & Supervisory Board Member

Audit & Supervisory Board Member Yoshihito Emoto will resign from his office at the conclusion of this meeting.
Therefore, we propose the election of one (1) Audit & Supervisory Board Member as his substitute.
The term of office of Audit & Supervisory Board Member who is elected as the substitute will expire when theterm of office of retiring Audit & Supervisory Board Member expire in accordance with the Company’s Articles ofIncorporation.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidate for Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary and position in the Company

Number of theCompany’s shares
owned

Apr. 1980
July 2006
Oct. 2008

Joined the Company
Director of Furukawa Unic Corporation
General Manager, Business Department, Real Estate
Division of the Company
July 2010
Deputy General Manager, Real Estate Division and General
Kazuo Inoue
Manager, Business Department, Real Estate Division
June
2011
General Manager, Real Estate Division and General
20,264 shares(September 15, 1956)
Manager, Business Department, Real Estate Division*As of March 31,(60 years old)
June 2014
Executive Officer and General Manager, Corporate Planning2017
New election
Department
June 2016
Senior Executive Officer and General Manager, Corporate
Planning Department(current position)
Significant concurrent positions outside the Company
Not applicable
Reasons for nomination as candidate for Audit & Supervisory Board Member
Kazuo Inoue has been working in the Accounting Department for many years since he joined the Company, and has experience
performing the duties of Director of the group company and Executive Officer of the Company. Accordingly, he has considerable
financial and accounting knowledge and extensive general management experience; therefore, he is capable of performing audits
appropriately from an objective perspective. Consequently, we propose the election of him as Audit & Supervisory Board Member.
Notes:

1. The described number of shares held by Kazuo Inoue includes the number of shares he holds under the name of
Akanekai, the Company’s Employee Stock Holding Association.
2. There is no special interest between Kazuo Inoue and the Company.

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Proposal No. 6

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

We propose the election of one (1) substitute Audit & Supervisory Board Member in case of a shortfall in thenumber of Audit & Supervisory Board Members required by laws and regulations.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidate for substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary and position in the Company

Number of theCompany’s shares
owned

Apr. 1988

Joined The Industrial Bank of Japan, Limited. (current
Mizuho Bank, Ltd.)Mar. 1994
RetiredApr. 1996
Registered as an attorney at law (a member of Tokyo Bar
Association)
Joined Law Office of Ozawa & Akiyama
May 2000
Obtained Master of Law (LL.M.) at Duke University Schoolof Law, U.S.
Aug. 2000
Joined Shearman & Sterling LLP, New York
Yasuo Kitamura
Feb. 2001
Registered as an attorney at law in New York State, U.S.
- shares(March 8, 1965)
Aug. 2001
Joined Law Office of Ozawa & Akiyama*As of March 31,(52 years old)
Oct. 2007
Co-established Law Office of Kitamura & Hiraga
2017(current position)
OutsideMar. 2015
Outside Audit & Supervisory Board Member of Toagosei
Co., Ltd.
Mar. 2016
Outside Director (Audit and supervisory committee
member) of Toagosei Co., Ltd.
(current position)
Significant concurrent positions outside the Company
Partner, Attorney at law, Law Office of Kitamura & Hiraga
Outside Director of Toagosei Co., Ltd. (Audit and Supervisory Committee
Member)Reasons for nomination as candidate for substitute Outside Audit & Supervisory Board Member
We propose the election of Yasuo Kitamura as a candidate for substitute Outside Audit & Supervisory Board Member because hehas specialized knowledge and experience as an attorney at law, which can be reflected in the audit framework of the Company.
Although he does not have experience in corporate management other than from the position of outside officer, he is deemedcapable of appropriately performing his duties as Outside Audit & Supervisory Board Member on the aforementioned grounds.
Notes:

1. The Company has entered into a legal advisory agreement with the Law Office of Kitamura & Hiraga, to which Yasuo
Kitamura belongs. The total amount of compensation paid by the Group to the relevant LPC in this fiscal year was lessthan ten (10) million yen, which has no significance such that would affect his independence as Outside Audit &Supervisory Board Member. Please note that, if he assumes the office of Outside Audit & Supervisory Board Member,the Company will terminate the legal advisory agreement concluded with the Law Office.
2. Yasuo Kitamura is a candidate for substitute Outside Audit & Supervisory Board Member.
3. The Company has included in the current Articles of Incorporation a provision that allows it to enter into an agreement
limiting the liability of Outside Audit & Supervisory Board Member for damages to the Company to the range specified
in accordance with the provision of Article 427, paragraph 1 of the Companies Act. If Yasuo Kitamura assumes theoffice of Outside Audit & Supervisory Board Member, the Company will enter into a similar limited liability agreementwith him. The following is an outline of the contents of the agreement.
If Outside Audit & Supervisory Board Member is liable to the Company for any damage attributable to a failure in
executing his duties, liability shall be limited to the higher of either five (5) million yen or the minimum liability amountprescribed in Article 425, paragraph 1 of the Companies Act. The limitation of the liability shall apply only when theOutside Director acted in good faith and without gross negligence in performing the duties giving rise to said liabilities.

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Proposal No. 7

Revision of Remuneration Amount for Directors and Audit & Supervisory Board Members

The amounts of remuneration for Directors and Audit & Supervisory Board Members of the Company wereapproved to be up to ¥300 million per year for Directors (of all, up to ¥20 million per year for Outside Directors),
and up to ¥60 million per year for Audit & Supervisory Board Members (of all, up to ¥20 million per year for
Outside Audit & Supervisory Board Members) at the 140th Annual Shareholders’ Meeting held on June 28, 2007,
and have been these amounts.
The Company proposes at this meeting to increase one (1) Outside Director in order to enhance the management
system in Proposal No. 4 “Election of Nine (9) Directors” and considering the fact that responsibilities andexpected roles for Outside Directors will increase even further in the future, the Company would like to propose
revision of the amount of remuneration to Directors to up to ¥320 million per year (of all, up to ¥40 million for
Outside Directors). In addition, carefully considering general conditions such as the status of management systemof the Company and economic circumstances, the Company would like to propose revision of the amount of
remuneration to Audit & Supervisory Board Members to up to ¥70 million per year (of all, up to ¥30 million for
Outside Audit & Supervisory Board Members).
Amounts of remuneration for Directors shall not include salaries as employees for Directors who also serve as
employees, as in the past.
The present number of Directors of the Company is eight (8) (of which two (2) are Outside Directors) and will benine (9) (of which three (3) are Outside Directors) if Proposal No. 4 “Election of Nine (9) Directors” is approved
and resolved in its original form. In addition, the present number of Audit & Supervisory Board Members of theCompany is four (4) (of which two (2) are Outside Audit & Supervisory Board Members); however, the number
will not change even if Proposal No. 5 “Election of One (1) Audit & Supervisory Board Member” is approved andresolved in its original form.

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