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. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
(Stock Exchange Code 7241)
June 5, 2024
(Start date of measures for electronic provision: May 29, 2024)
To Shareholders with Voting Rights:
Yoshihiro Uozumi
President
Futaba Industrial Co., Ltd.
Ochaya 1, Hashime-cho, Okazaki-shi, Aichi

NOTICE OF
THE 110TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 110th Annual General Meeting of Shareholders of Futaba IndustrialCo., Ltd. (the “Company”), which will be held as described below.
The Company has taken measures for electronic provision in convening this General Meeting of Shareholders,and has posted the matters to be provided electronically on the Company’s website below.
The Company’s website:
https://www.futabasangyo.com/ir/stock/holder (Japanese only)
They are also posted on the website of the Tokyo Stock Exchange (TSE). Please access the TSE website(Listed Company Search) below, enter the Issue name (company name) or Code in the search box, and selectand check “Basic information” and “Documents for public inspection/PR information.”
TSE website(Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If exercising your voting rights in advance through the Internet, etc. or by mail, please review the Reference
Documents for the General Meeting of Shareholders provided in the matters to be provided electronically andexercise your voting rights in accordance with the guidance below by 4:45 p.m. on Thursday, June 20, 2024,
Japan Standard Time.

-1-1. Date and Time:

Friday, June 21, 2024, at 10:00 a.m. Japan Standard Time

2. Place:

Concert Hall, 4F, Okazaki City Civic Center
Aza Kitono 15, Hane-cho, Okazaki-shi, Aichi

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements, and Nonconsolidated Financial Statements for the Company’s 110th Fiscal Year (April
1, 2023 - March 31, 2024)
2. Results of Audits by the Accounting Auditor and the Audit & Supervisory
Board of the Consolidated Financial Statements for the Company’s 110th
Fiscal Year (April 1, 2023 - March 31, 2024)

Proposals to be resolved:
Proposal 1:
Election of 7 Directors
Proposal 2:
Election of 1 Audit & Supervisory Board Member
Proposal 3:
Election of 1 Substitute Audit & Supervisory Board Member
Proposal 4:
Payment of Bonuses to Directors






◎

The Reference Documents for the General Meeting of Shareholders are also sent to shareholders who have notrequested delivery of paper-based documents. The following matters are excluded from the paper-based
documents sent to shareholders who have requested them, pursuant to laws and regulations, as well as the
Articles of Incorporation of the Company. Consequently, the documents constitute part of the documents
audited by the Audit & Supervisory Board Members and the Accounting Auditor in preparing their audit reports.
- Notes to the Consolidated Financial Statements- Notes to the Non-consolidated Financial Statements
Modifications, if any, to the matters to be provided electronically will be posted on the websites where they are
posted.
The notice of resolutions of the Annual General Meeting of Shareholders will be posted on the Company’s
website instead of being sent in writing.

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.

-2-

Reference Documents for the General Meeting of Shareholders
Proposal 1:

Election of 7 Directors

The terms of office of all 7 Directors will expire at the conclusion of this General Meeting.
Accordingly, the Company proposes to elect 7 Directors, including 4 Outside Directors. The candidates for
Directors are as follows.
The contents of this proposal have been determined by the Board of Directors based on deliberations andrecommendations by the Nominating Committee, which is a voluntary body mainly comprised of Independent
Outside Directors.

No.

Name

Current positions

Attendanceat meetingsof theBoard ofDirectors

Years
in
Office1Reappointment

Yoshihiro Uozumi

Male

President

13/13(100%)

3

2

Reappointment

Toshio Yokota

Male

Director Operating
Officer

11/11(100%)(Note)

1

3

New
appointment

Hideki Imai

Male

Officer̶̶

4Reappointment

Masayoshi Ichikawa

OutsideIndependent

Male

Director

13/13(100%)

6

5

Reappointment

Motoko Miyajima

OutsideIndependent

FemaleDirector

13/13(100%)

5

6

Reappointment

Yoshihisa Miyabe

OutsideMale

Director

13/13(100%)

2

7

New
appointment

Hideo Yamamoto

OutsideIndependent

Male

̶

̶

̶

(Note): Director Mr. Toshio Yokota was newly elected at the 109th Annual General Meeting of Shareholders
held on June 22, 2023, and his attendance at meetings of the Board of Directors indicates that after
taking office.

-3-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Number ofshares of theCompany held

April 1982
January 2010

1

2

Joined Toyota Motor Sales Co., Ltd.
General Manager, Vehicle Planning Department, Production
Control Division, Toyota Motor Corporation
April 2013
Plant General Manager, Motomachi Plant
April 2013
Field General Manager, Production Control Group Logistic Field
Yoshihiro Uozumi
April 2015
Plant General Manager, Honsha Plant(April 9, 1958)
April 2015
Plant General Manager, Hirose Plant
58,635
April 2017Managing Officer
Reappointment
April 2017
Deputy Chief Executive Officer, China Region
April 2017
President, GAC Toyota Motor Co., Ltd.
April 2021
Operating Officer, the Company
June 2021
Director Operating Officer
June 2022
President (to the present)
Reasons for nomination as a candidate for Director:
In addition to his experience of serving as Managing Officer at Toyota Motor Corporation, Mr. Yoshihiro Uozumi has been
involved in the management of the Company, having served as Director since 2021. The Company nominates him as a
candidate for Director in order to bring his wealth of experience and deep insight into the Company’s management.
April 1987
Joined the Company
November 2009 General Manager, Exhaust System Development Div.
January 2014
General Manager, Cost Planning Div.
July 2017
President, Futaba Changzhou Engineering & Marketing Co., Ltd.
Toshio Yokota
April 2020
Officer, the Company(March 15, 1965) January 2021
Officer
20,006
January 2021
President, FUTABA (TIANJIN) CO., LTD.
Reappointment
April 2023
Operating Officer, the Company
June 2023
Director Operating Officer (to the present)[Responsibilities at the Company]
In charge of Business Development, General Affairs, Human Resources, andProduction Engineering, Chief of Production Engineering Center
Reasons for nomination as a candidate for Director:
In addition to his experience mainly in the engineering division at the Company, Mr. Toshio Yokota has overseas
experience as President of the Company's headquarters in China. The Company nominates him as a candidate for Director
in order to bring his wealth of experience and deep insight into the Company’s management.

-4-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1987
April 2003

3

4

Joined Toyota Motor Corporation
Deputy General Manager, Accounting Div., Toyota Peugeot
Citroën Automobile Czech, s.r.o.
January 2012
Group Manager, Financial Management Office, Accounting Div.,
Toyota Motor Corporation
Hideki Imai
July 2015
Group Manager, BR Accounting Information Advancement(December 5, 1963)
Promotion OfficeNovember 2020 General Manager, Finance Div., the Company
New appointment
January 2022
General Manager, Accounting Div.
April 2023
Deputy Chief, Accounting and Finance Center
April 2024
Officer (to the present)

Number ofshares of theCompany held

2,000

[Responsibilities at the Company]
Chief of Accounting and Finance Center
Reasons for nomination as a candidate for Director:
Mr. Hideki Imai has experience mainly in the accounting and finance divisions of Toyota Motor Corporation and theCompany. The Company nominates him as a candidate for Director in order to bring his wealth of experience and deep
insight into the Company’s management.
April 1977
Joined Toyoda Gosei Co., Ltd.
June 2004
Deputy General Manager, Optoelectronics Business Unit
June 2005
Director
June 2008
General Manager, Optoelectronics Business Unit
Masayoshi Ichikawa
June 2010
Managing Director(January 10, 1953)
January 2011
Chairman, TE Opto Corporation
June 2012
Director, Senior Managing Officer, Toyoda Gosei Co., Ltd.
2,000
Reappointment
June 2012
Chairman, Toyoda Gosei North America Corporation
Outside Director
June 2015
Executive Vice President, Toyoda Gosei Co., Ltd.
Independent Director
June 2017
AdvisorJuly 2017
Technical Advisor, TOKAI CARBON CO., LTD. (to the present)
June 2018
Director, the Company (to the present)
June 2019
Retired as Advisor, Toyoda Gosei Co., Ltd.
Reasons for nomination as a candidate for Outside Director and Outline of Expected Role:
In addition to many years of experience as corporate manager at Toyoda Gosei Co., Ltd., Mr. Masayoshi Ichikawa hasserved as Outside Director of the Company since 2018 and provided advice to the management of the Company. The
Company nominates him as a candidate for Outside Director in order to bring his wealth of experience and deep insight
into the Company’s management.
Matters concerning independence:
The Company has designated Mr. Masayoshi Ichikawa as Independent Director based on the provisions set forth by the
Tokyo Stock Exchange and the Nagoya Stock Exchange, and has registered him as such with both Exchanges. If his
reappointment is approved, the Company intends to maintain the registration.
Limited liability agreement:
The Company has entered into a limited liability agreement with Mr. Masayoshi Ichikawa to limit his liability for damages
under Article 423, Paragraph 1 of the Companies Act to the amount as stipulated under Article 425, Paragraph 1 of thesame Act, and if his reappointment is approved, the Company plans to maintain this agreement.

-5-

No.

5

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Number ofshares of theCompany held

April 1990
Registered as Attorney at Law
April 1993
Joined Toyota Industries Corporation
September 1997 Adjunct Lecturer, Faculty of Law, Nanzan University
April 2002
Adjunct Lecturer, School of Law, Nagoya University
Motoko Miyajima
April 2004
Professor, Law School, Meijo University(January 1, 1957)
December 2004 Retired from Toyota Industries Corporation
1,000
January 2006
Visiting Attorney, Iriya Law Office (to the present)
Reappointment
October 2009
Member of Public Pollution Review Committee, Aichi Prefecture
Outside Director
June 2012
Member of Development Review Committee, Nagoya City
Independent Director
April 2016
Member of Administrative Complaint Review Committee, Aichi
Prefecture
June 2016
Outside Director, CANOX CORPORATION (to the present)
June 2019
Director, the Company (to the present)
Reasons for nomination as a candidate for Outside Director and Outline of Expected Role:
In addition to her expertise and experience acquired over many years as an attorney at law, Ms. Motoko Miyajima hasserved as Outside Director of the Company since 2019 and provided advice to the management of the Company. The
Company nominates her as a candidate for Outside Director in order to bring her wealth of experience and deep insight
into the Company’s management.
Matters concerning independence:
The Company has designated Ms. Motoko Miyajima as Independent Director based on the provisions set forth by the
Tokyo Stock Exchange and the Nagoya Stock Exchange, and has registered her as such with both Exchanges. If her
reappointment is approved, the Company intends to maintain the registration.

6

Limited liability agreement:
The Company has entered into a limited liability agreement with Ms. Motoko Miyajima to limit her liability for damages
under Article 423, Paragraph 1 of the Companies Act to the amount as stipulated under Article 425, Paragraph 1 of thesame Act, and if her reappointment is approved, the Company plans to maintain this agreement.
April 1991
Joined Toyota Motor Corporation
June 2009
General Manager, Technical Administration Dept., Plastic Parts
Engineering Div.
Yoshihisa Miyabe January 2016
General Manager, Tsutsumi Plant Final Assembly Div.
(August 9, 1967) January 2020
Chief Coordinating Executive, Toyota South Africa Motors (Pty)Ltd.
0Reappointment
January 2021
Plant General Manager, Motomachi Plant, Toyota Motor
Outside Director
Corporation (to the present)
June 2021
Outside Auditor, Trinity Industrial Corporation (to the present)
June 2021
Audit & Supervisory Board Member, the Company
June 2022
Director (to the present)
Reasons for nomination as a candidate for Outside Director and Outline of Expected Role:
Mr. Yoshihisa Miyabe has knowledge on the production engineering division acquired over many years at Toyota Motor
Corporation. The Company nominates him as a candidate for Outside Director in order to bring his wealth of experienceand deep insight into the Company’s management.
Limited liability agreement:
The Company has entered into a limited liability agreement with Mr. Yoshihisa Miyabe to limit his liability for damages
under Article 423, Paragraph 1 of the Companies Act to the amount as stipulated under Article 425, Paragraph 1 of thesame Act, and if his reappointment is approved, the Company plans to maintain this agreement.

-6-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Number ofshares of theCompany held

April 1980
February 1988
April 1999

7

Joined The Mitsubishi Bank, Ltd. (currently MUFG Bank, Ltd.)Manager, London Branch
Deputy General Manager, Risk Management Group, Planning
Division for the Americas, The Bank of Tokyo-Mitsubishi, Ltd.
(currently MUFG Bank, Ltd.)
October 2003
General Manager, Risk Management Office for the Americas
January 2006
General Manager, Corporate Banking Group No.2, Corporate
Banking Division No.8, The Bank of Tokyo-Mitsubishi UFJ, Ltd.
(currently MUFG Bank, Ltd.)
Hideo Yamamoto
July 2008
General Manager, Asian Investment Banking Division(April 1, 1958)
October 2010
Standing Adviser, Finance & Accounting Headquarters, KOITO
MANUFACTURING CO., LTD.
3,000
New appointment
June 2011
Managing Director, Head of Finance & Accounting Headquarters
Outside Director(CFO)
Independent Director
June 2017
Director and Managing Corporate Officer, in charge of General
Affairs Department, Information System Department (CIO),
Internal Audit Department
June 2022
Managing Corporate Officer, in charge of General Affairs
Department, Public Relations Department, Information System
Department (CIO), Internal Audit Department and Deputy incharge of DX
June 2023
Outside Director (Audit & Supervisory Committee Member),
DMW Corporation (to the present)
Reasons for nomination as a candidate for Outside Director and Outline of Expected Role:
Mr. Hideo Yamamoto has many years of overseas experience at MUFG Bank, Ltd. and a wide range of knowledge offinance, as well as knowledge of the finance and information systems divisions and experience in management as a director
at KOITO MANUFACTURING CO., LTD. The Company nominates him as a candidate for Outside Director in order tobring his wealth of experience and deep insight into the Company’s management.
Matters concerning independence:
If Mr. Hideo Yamamoto is elected, the Company will designate him as Independent Director based on the provisions set
forth by the Tokyo Stock Exchange and the Nagoya Stock Exchange, and intends to register him as such with both
Exchanges.
Limited liability agreement:
If Mr. Hideo Yamamoto is elected, the Company plans to enter into a limited liability agreement with him to limit his
liability for damages under Article 423, Paragraph 1 of the Companies Act to the amount as stipulated under Article 425,
Paragraph 1 of the same Act.

(Notes)1. There are no special interests between each candidate and the Company.
2. Mr. Masayoshi Ichikawa will have served as Outside Director for 6 years at the conclusion of this General Meeting.
3. Ms. Motoko Miyajima will have served as Outside Director for 5 years at the conclusion of this General Meeting.
4. Mr. Yoshihisa Miyabe will have served as Outside Director for 2 year at the conclusion of this General Meeting.
5. Mr. Masayoshi Ichikawa, Ms. Motoko Miyajima, Mr. Yoshihisa Miyabe, and Mr. Hideo Yamamoto are candidates for Outside
Directors.
6. Mr. Yoshihisa Miyabe is and has been, for the past 10 years, an executive officer of Toyota Motor Corporation, a business operator
with a special relationship with the Company.
7. The Company has entered into a directors and officers liability insurance contract to insure all Directors. The contract will coverdamages that may arise due to insured Directors’ assuming liability for their execution of duties, or receiving a claim for the pursuitof such liability. If the candidates assume the office of Director, the Company plans to renew the aforementioned directors andofficers liability insurance contract covering all candidates as insured persons.

-7-

Proposal 2:

Election of 1 Audit & Supervisory Board Member

Mr. Hitoshi Suzuki will retire from the Audit & Supervisory Board at the conclusion of this General Meeting.
The Company therefore proposes the election of one Audit & Supervisory Board Member. This proposal has
been approved by the Audit & Supervisory Board.
The candidate for the Audit & Supervisory Board Member is as follows:
Name(Date of birth)
Yumiko Sakurai(March 1, 1969)

Past experience, positions and significant concurrent positions

Number ofshares of theCompany held

October 1992
April 1996
January 2000

Joined Ito Accounting Office
Registered as Certified Public Accountant
President, Yumiko Sakurai Certified Public Accountant Office (toNew appointment
the present)0
Outside Audit &June 2014
Outside Director, PROTO CORPORATION (to the present)
Supervisory Board June 2019
Outside Audit & Supervisory Board Member, JTEKTMemberCORPORATION (to the present)
Independent Director June 2022
Outside Director, DAIKOKU DENKI Co., Ltd. (to the present)
Reasons for nomination as a candidate for Outside Audit & Supervisory Board Member:Ms. Yumiko Sakurai has specialized knowledge and experience cultivated as a certified public accountant as well as
experience as an outside officer of other companies. The Company nominates her as a candidate for Outside Audit &Supervisory Board Member in order to bring her wealth of experience and deep insight into the Company’s management.
Matters concerning independence:
If Ms. Yumiko Sakurai is elected, the Company will designate her as Independent Director based on the provisions set
forth by the Tokyo Stock Exchange and the Nagoya Stock Exchange, and intends to register her as such with both
Exchanges.
Limited liability agreement:
If Ms. Yumiko Sakurai is elected, the Company plans to enter into a limited liability agreement with her to limit her liability
for damages under Article 423, Paragraph 1 of the Companies Act to the amount as stipulated under Article 425, Paragraph
1 of the same Act.
(Notes)1.
There are no special interests between the candidate and the Company.
2.
The Company has entered into a directors and officers liability insurance contract to insure all Audit & Supervisory Board Members.
The contract will cover damages that may arise due to insured Audit & Supervisory Board Members’ assuming liability for theiraudit duties or receiving a claim for the pursuit of such liability. If the candidate assumes the office of Audit & Supervisory Board
Member, the Company plans to renew the aforementioned directors and officers liability insurance contract covering all Audit &Supervisory Board Members as insured persons.

-8-Reference Materials

Officer System if Proposals 1 and 2 Are Approved.

The competencies and experience of the Company’s Directors and Audit & Supervisory Board Members will
be as follows.
Corporate
management
andgovernanceInsideYoshihiro
Uozumi〇ToshioYokota〇Production
Technology

engineering,

Sales andand develop- manufactur-

purchas-ment

ing, anding

Masayoshi
Ichikawa

Compliance and risk
management

Sustainability
HumancapitalEnviron
-ment

〇
〇

〇

〇

Overseasbusiness

〇

〇

〇

〇

〇

〇

〇
〇

IT・DX

quality

Hideki
Imai

Directors

Financeandaccount
-ing

〇

〇

〇

〇
〇

MotokoMiyajima〇〇〇

Outside
Yoshihisa
Miyabe〇Hideo
Yamamoto

〇

〇

〇
〇

Kazunori
Kato

〇

〇

〇
〇

〇
〇

〇

〇

InsideKeiichiToriyama

Audit &
Supervisory
Board
Members〇

ShigeoHayashi〇YumikoSakurai〇〇〇〇

Outside

〇

-9-

〇
〇

〇

Proposal 3:

Election of 1 Substitute Audit & Supervisory Board Member

In preparation for a shortage in the number of Audit & Supervisory Board Members stipulated in laws andregulations, the Company proposes the election of one substitute Audit & Supervisory Board Member inadvance. This proposal requests the election of a substitute for Mr. Shigeo Hayashi, who is the current Outside
Audit & Supervisory Board Member, and Ms. Yumiko Sakurai, who is scheduled to assume the position of
Outside Audit & Supervisory Board Member if Proposal 2, “Election of 1 Audit & Supervisory Board Member,”
is approved. If a substitute Audit & Supervisory Board Member takes office as an Audit & Supervisory Board
Member, the term of office shall be the remaining term of his/her predecessor. This resolution shall remain in
effect until the commencement of the next Annual General Meeting of Shareholders, but may be revoked by aresolution of the Board of Directors, with the consent of the Audit & Supervisory Board, provided that therevocation takes place before the Audit & Supervisory Board Member takes office. This proposal has been
approved by the Audit & Supervisory Board.
The candidate for the Substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Past experience, positions and significant concurrent positions

Number ofshares of theCompany held

April 1996
Registered as Attorney at Law
Nobuya Yazaki
April 1996
Joined Kato & Murase Joint Law Office(September 11, 1966) November 1999 Opened Murase & Yazaki Sogo Law Office (currently HINOKILaw Office) (to the present)
Substitute Audit & June 2004
Outside Audit & Supervisory Board Member, SOTOH CO.,LTD.
0
Supervisory Board(to the present)
MemberApril 2012
Vice Chairperson, Aichi Bar Association
Independent Auditor June 2021
Outside Director (Audit & Supervisory Board Member),
NITTOH, Co., Ltd. (to the present)
Reasons for nomination as a candidate for Substitute Outside Audit & Supervisory Board Member:
Mr. Nobuya Yazaki has been active extensively in the field of law as an attorney at law for many years, including serving
as Vice Predident of the Aichi Bar Association. He has also served as an outside officer of other companies, etc. The
Company nominates him as a candidate for Substitute Outside Audit & Supervisory Board Member in order to bring his
wealth of experience and deep insight into the Company’s management.
Matters concerning independence:
If Mr. Nobuya Yazaki is approved as originally proposed and becomes an Audit & Supervisory Board Member, theCompany will designate him as Independent Auditor based on the provisions set forth by the Tokyo Stock Exchange andthe Nagoya Stock Exchange, and intends to register him as such with both Exchanges.
Limited liability agreement:
If Mr. Nobuya Yazaki is approved as originally proposed and becomes an Audit & Supervisory Board Member, theCompany plans to enter into a limited liability agreement with him to limit his liability for damages under Article 423,
Paragraph 1 of the Companies Act to the amount as stipulated under Article 425, Paragraph 1 of the same Act.
(Notes)1.
There are no special interests between the candidate and the Company.
2.
The Company has entered into a directors and officers liability insurance contract to insure all Audit & Supervisory Board Members.
The contract will cover damages that may arise due to insured Audit & Supervisory Board Members’ assuming liability for theiraudit duties or receiving a claim for the pursuit of such liability. If the candidate assumes the office of Audit & Supervisory Board
Member, the Company plans to renew the aforementioned directors and officers liability insurance contract covering all Audit &Supervisory Board Members as insured persons.

- 10 -

Proposal 4:

Payment of Bonuses to Directors

The Company requests approval for payment of ¥30,703,000 in total as bonuses to Directors for 3 Directors
excluding 4 Outside Directors in order to reward their contribution to the business results of the 110th fiscal
year under review.
In accordance with the basic policy described in (4) Compensation, etc., for Directors and Audit &Supervisory Board Members, 3. Company Officers in the Business Report, the contents of this proposal havebeen determined by the Board of Directors based on deliberations and recommendations by the Compensation
Committee, which is a voluntary body mainly comprised of Independent Outside Directors. The Board has
determined that the contents are appropriate. The Company also requests that the specific amount to be paid
to each Director be decided by the Board of Directors.

- 11 -