Note: This document has been translated from a part of the Japanese original for reference purposes only. In
the event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 9010)
June 2, 2017
To Shareholders with Voting Rights:
Koichiro Horiuchi
President and Representative Director
FUJI KYUKO CO., LTD.
2-1, Shin-nishihara 5-chome,Fujiyoshida-shi, Yamanashi

NOTICE OFTHE 116TH 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 116th Annual General Meeting of Shareholders of FUJI KYUKO
CO., LTD. (the “Company”). The meeting will be held for the purposes described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing or by electromagnetic
means, such as the Internet. Please review the attached Reference Documents for the General Meeting ofShareholders, and indicate your vote for or against each proposal on the enclosed Voting Rights Exercise Formand return it to us or cast your vote on the voting website designated by the Company after reading “Guidancefor the Exercise of Voting Rights via the Internet” on pages 3–4. Either way, your vote must be received by 6
p.m. on Wednesday, June 21, 2017, Japan time.
1. Date and Time:Thursday, June 22, 2017, at 10 a.m. Japan time

2. Place:

Highland Resort Hotel & Spa “Grand Banquet Fuji”
6-1, Shin-nishihara 5-chome, Fujiyoshida-shi, Yamanashi(By train, get off at the Fuji-Q Highland Station on the Fujikyuko Line)

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
116th Fiscal Year (April 1, 2016‒March 31, 2017) and results of audits by
the Accounting Auditor and the Board of Corporate Auditors of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 116th Fiscal Year
(April 1, 2016‒March 31, 2017)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Reverse Stock Split
Proposal 2:
Partial Amendments to the Articles of Incorporation
Proposal 3:
Election of Five (5) Directors
Proposal 4:
Election of One (1) Corporate Auditor
Proposal 5:
4. Matters concerning the exercise of voting rights:(1) If you have exercised your voting rights both by sending the Voting Rights Exercise Form and via theInternet, the vote cast through the Internet shall be deemed valid.
(2) If you have exercised your voting rights via the Internet more than once, the latest vote shall bedeemed valid.
(3) In accordance with laws and regulations and Article 18 of the Company’s Articles of Incorporation,-1-the Notes to the Consolidated Financial Statements and the Notes to the Non-consolidated Financial
Statements are not attached to this notice of annual general meeting of shareholders and instead areprovided on the Company’s website (http://www.fujikyu.co.jp/soumu/investors/meeting.html). As
part of the Consolidated Financial Statements and the Non-consolidated Financial Statements, said
notes have been audited by the Accounting Auditor and the Corporate Auditors of the Company.
(4) Should the Reference Documents for the General Meeting of Shareholders, the Business Report, theConsolidated Financial Statements and the Non-consolidated Financial Statements require revisions,the revised versions will be posted on the Company’s website shown in (3) above.
When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception
desk.
There is no lunch service beginning with this shareholders’ meeting. Your understanding is appreciated.
After the shareholders’ meeting, we will have an informal gathering for shareholders as usual.

-2-Guidance for the Exercise of Voting Rights via the Internet
Exercise of voting rights via the Internet should be done by accessing the voting website designated by theCompany and casting your vote upon understanding of the following matters.
Any inquiries about the use of the voting website should be directed to the Help Desk shown below.
If you attend the shareholders’ meeting in person, voting via the Voting Rights Exercise Form or the Internet isunnecessary.
1. Voting website
The voting website on the Internet: http://www.evote.jp/(1) Exercise of voting rights via the Internet is only possible by accessing the above voting website
through a computer, a smartphone or a mobile phone (i-mode, EZweb or Yahoo! Keitai).* (However,this voting service is not available from 2 a.m. to 5 a.m. each day.)(2) The exercise of voting rights through a computer or a smartphone might not be possible, depending on
your system environment for using the Internet, in such cases that an antivirus software is in operation,
the proxy server is in use and/or TLS-encrypted communication is not available.
(3) For the exercise of voting rights via a mobile phone, please use any of the services of i-mode, EZweb
or Yahoo! Keitai. For security reasons, the voting system is available only through models that allow
TLS-encrypted communication and transmission of information on mobile phones.
(4) You will be able to exercise your voting rights via the Internet up to 6 p.m. on Wednesday, June 21,
2017. However, we would be grateful if you would exercise your voting rights as early as possible.
Note: “i-mode,” “EZweb” and “Yahoo!” are trademarks or registered trademarks of NTT DOCOMO
INC., KDDI CORPORATION and Yahoo! Inc., respectively.

2. Exercise of voting rights via the Internet(1) Please enter the “Login ID” and “Temporary Password,” which are shown on the enclosed Voting
Rights Exercise Form, and vote for or against each proposal in accordance with the on-screeninstructions.
(2) To prevent unauthorized access by third parties other than the Company’s shareholders and thealteration of votes, the voting site will request a user to change his/her “Temporary Password.”(3) Shareholders will be notified of a new “Login ID” and “Temporary Password” each time ashareholders’ meeting is convened.

3. Handling of multiple votes(1) If you have exercised your voting rights both by sending the Form for Exercising Voting Rights andvia the Internet, those exercised via the Internet will be taken as valid.
(2) If you have exercised your voting rights multiple times on the Internet, the final vote will be deemedvalid. If you have cast multiple votes by using two or more of a computer, a smartphone or a mobilephone, the final vote will be deemed valid.

-3-4. Charges for accessing the voting site
Please be aware that you shall incur the fees and charges for accessing the voting site (Internet accessfees, phone charges and others). If you access said website by mobile phone, you shall also incur thepacket communication fees and other charges related to the use of the mobile phone.

For any inquiries about the use of the voting website, contact:
Toll-free number: 0120-173-027 (9 a.m.‒9 p.m.)
Stock Transfer Agency Department (Help Desk)
Mitsubishi UFJ Trust and Banking Corporation
To Institutional Investors:
The Company subscribes to the “ICJ Platform,” an electronic voting platform operated by ICJ, Inc.
End-4-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

The Company proposes to pay a year-end dividend of ¥7.50 per share for the fiscal year ended March 31,
2017, while conforming to the basic policy of maintaining stable dividends and taking into account thebusiness results for the fiscal year under review and other factors. (The previous year-end dividend was¥7 per share, including a commemorative dividend of ¥1 per share.)1)

Type of property for dividends
Cash

2)

Allotment of property for dividends and total amount thereof¥7.50 per share of the Company’s common stock
Total amount: ¥800,591,250

3)Effective date of distribution of surplus
June 23, 2017-5-Proposal 2:

Reverse Stock Split

1. Reason for the reverse stock split
In line with the “Action Plan for Consolidating Trading Units,” all Japanese stock exchanges seek tounify the minimum trading units of common shares of all listed domestic companies at 100 shares.
Respecting this intent as a company listed on the Tokyo Stock Exchange, the Company proposes tochange the number of shares constituting one trading unit of the Company’s shares from 1,000 shares atpresent to 100 shares and conduct a reverse stock split to adjust the investment unit of the Company’sshares to an appropriate standard while taking into account share price fluctuations over the medium tolong term.
2. Type of shares to be consolidated and the ratio of consolidation
Subject to the approval of Proposal 3 “Partial Amendments to the Articles of Incorporation” asoriginally proposed, it is proposed to consolidate two shares of the Company’s common stock into oneshare.
Fractional shares less than one share, which would result from the consolidation, will be disposed ofcollectively as prescribed in the Companies Act, and the amount of money in exchange for such disposal
will be distributed to the respective stockholders according to the ratio of the fractional shares they hold.
3. Effective date of the reverse stock split
October 1, 2017
4. Total number of authorized shares as of the effective date
165,847,500 shares
5. Other matters
It is proposed that other procedural requirements be left to the discretion of the Board of Directors.

-6-

Proposal 3: Partial Amendments to the Articles of Incorporation
1. Reasons for the amendments(1) Changing the method of public notice
To enhance the function and convenience in and reduce the costs of giving public notice, it isproposed to adopt the method of electronic public notice in place of the conventional public noticemethod and to prescribe measures to be taken whenever an electronic public notice method is
impossible for unavoidable reasons.
(2) Changing the total number of authorized shares and the number of shares constituting one unit
Subject to the approval of Proposal 2 “Reverse Stock Split” as originally proposed, it is proposed
to reduce the total number of authorized shares in proportion to the ratio of consolidation of sharesand to change the number of shares constituting one unit of its shares from 1,000 shares to 100 sharesin order to change the trading unit of the Company’s shares to 100 shares.
Regarding the above amendments, it is proposed to add a supplementary provision that theseamendments shall take effect as of October 1, 2017, or the effective date of said reverse stock split,
and to delete said provision as of the same date.
2. Details of the amendments
Details of the amendments are as follows.
(Amended portions are underlined.)
Amended Articles
CHAPTER I
GENERAL PROVISIONS

Current Articles
CHAPTER I
GENERAL PROVISIONS
Article 1 through Article 3 (Text Omitted)

Article 1 through Article 3 (Unchanged)(Method of Public Notice)
Article 4
The Company’s public notice shall be given inNihon Keizai Shimbun, or Nikkei Inc.’s flagshipdaily business newspaper in paper form, to be
published in Tokyo.

(Method of Public Notice)
Article 4
The Company’s public notice shall be given inelectronic form. Provided, however, that said notice
shall be given in Nihon Keizai Shimbun, or Nikkei
Inc.’s flagship daily business newspaper in paperform, whenever the electronic public notice isimpossible due to an accident or any otherunavoidable reason.

CHAPTER IISHARESCHAPTER IISHARES(Total Number of Authorized Shares)
Article 5
The total number of authorized shares to be issued
by the Company shall be 331,695,000 shares.

(Total Number of Authorized Shares)
Article 5
The total number of authorized shares to be issued
by the Company shall be 165,847,500 shares.

Article 6 (Text Omitted)

Article 6 (Unchanged)(Number of Shares Constituting One Unit)
Article 7
The number of shares constituting one unit of theCompany shall be one thousand (1,000).

(Number of Shares Constituting One Unit)
Article 7
The number of shares constituting one unit of theCompany shall be one hundred (100).

Article 8 through Article 44 (Text Omitted)

Article 8 through Article 44 (Unchanged)(New Provision)

Supplementary Provision
Article 1
The amendments to Article 5 and Article 7 shall takeeffect as of October 1, 2017. This supplementaryprovision shall be deleted when said amendments
become effective.

-7-

Proposal 4:

Election of Five (5) Directors

The terms of office of five (5) Directors—Takaichi Fukushige, Tomofumi Akiyama, Mamoru Ozaki,
Shinji Kushiro and Yoshiki Sato—will expire at the conclusion of this Annual General Meeting ofShareholders. Accordingly, the election of five (5) Directors is proposed.
The candidates are as follows:No.

Name(Date of birth)
April 1977
June 1997
May 1988
June 2001
April 2002
August 2002
Takaichi Fukushige(December 1, 1953)
To be reappointed

1April 2005
June 2005
June 2007

Past experience, positions, responsibilities
and significant concurrent positions
Joined The Industrial Bank of Japan, Limited (“IBJ”) (currently
Mizuho Financial Group, Inc.; hereinafter the same applies)
Associate Director-General, Group II of Marketing Department
X, IBJ
Associate Director-General, Group I of Osaka MarketingDepartment I, IBJ
Deputy General Manager, Operations Department, IBJ
General Manager, Auditors Office, Mizuho Financial Group,Inc.
Deputy General Manager, Credit Department No. 1, Mizuho
Bank, Ltd.
Advisor of the Company
Director of the Company
Manager, Group Business Div. of the Company

Managing Director of the Company
Manager, Group Business Div. of the Company and in charge of
Number of theReal Estate Business Div.
Company’s shares
Senior Managing Director of the Company (to present)
June
2010
held: 11,000
Senior Executive Officer of the Company (to present)
June 2012
December 2014 Manager, Group Business Div. of the Company and in charge ofMarketing Div. and Real Estate Business Div.
June 2015
Manager, Group Business Div. of the Company and in charge ofMarketing Div. and Real Estate Business Div., and Chairman, ITPromotion Committee
November 2016 Manager, Group Business Div. of the Company and in charge ofMarketing Div. and Real Estate Business Div. (to present)[Significant concurrent positions]・ President and Representative Director, Fujikyu Marine Resort Co., Ltd.
・ Chairman and Representative Director, Sagamiko Resort Co., Ltd.
June 2008
June 2008

Reasons for selecting the candidate for Director
Takaichi Fukushige has engaged in the leisure and service and real estate businesses at theCompany and spent many years at financial institutions, accumulating considerable experience. As
Director of the Company, he has actively contributed to discussions at the Board of Directors’meetings. These achievements make him judged as qualified to be nominated again for Director.

-8-No.

2Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
Director, Fukoku Mutual Life Insurance Company
July 1984
Managing Director, Fukoku Mutual Life Insurance Company
March 1989
President and Representative Director, Fukoku Mutual Life
July 1998
Tomofumi AkiyamaInsurance Company(August 13, 1935)
Director of the Company (to present)
June 1999
Chairman of the Board, Fukoku Mutual Life Insurance CompanyJuly 2010
To be reappointed(to present)[Significant concurrent positions]
Number of the・Chairman of the Board, Fukoku Mutual Life Insurance Company
Company’s shares ・Outside Director, Imperial Hotel, Ltd.
held: 0・External Director, TOKYO DOME CORPORATION
・Outside Director, Nisshinbo Holdings Inc.
・Outside Director, Showa Denko K.K.
Reasons for selecting the candidate for Outside Director
Tomofumi Akiyama has considerable experience in corporate management as is seen by the factthat he is currently assigned as Chairman of the Board of Fukoku Mutual Life Insurance Company.
We believe his highly professional experience in corporate management will enable him to provide
appropriate advice on the overall matters of corporate management from an objective standpoint
independent from the Company’s officers responsible for business execution, thereby further
reinforcing the Company’s management structure. For these reasons, he is judged as qualified to benominated for Outside Director.

-9-No.

Name(Date of birth)

Mamoru Ozaki(May 20, 1935)
To be reappointed
Number of theCompany’s shares
held: 03

Past experience, positions, responsibilities
and significant concurrent positions
April 1958
Joined the Ministry of Finance(Research Division, Tax Bureau)
April 1975
Councilor, Embassy of Japan in United States of America,
Ministry of Foreign Affairs of Japan
July 1980
Secretary to the Prime Minister
June 1983
Director of Administration and Legal Division, Minister’sSecretariat, Ministry of Finance
June 1984
Director-General of Kinki Local Finance Bureau, Ministry ofFinance
December 1988 Director-General of Tax Bureau, Ministry of Finance
June 1991
Commissioner, National Tax Agency
June 1992
Administrative Vice Minister, Ministry of Finance
Governor & CEO, People’s Finance Corporation (currentlyMay 1994
Japan Finance Corporation)
Governor & CEO, National Life Finance Corporation (currentlyOctober 1999
Japan Finance Corporation)
January 2003
Counselor, Research Institute, People’s Finance Corporation
February 2003
Executive Advisor, Yazaki Corporation (to present)
June 2003
Director of the Company (to present)[Significant concurrent positions]・Executive Advisor, Yazaki Corporation
・Outside Director, Wacoal Holdings Corp.
・Outside Director, Kikkoman Corporation

Reasons for selecting the candidate for Outside Director
Mamoru Ozaki once held important positions, including Administrative Vice Minister, at theMinistry of Finance. After leaving the ministry, he has been involved in corporate management,
accumulating considerable experience in various fields. We believe such experience will enable him
to provide appropriate advice on the overall matters of corporate management from an objective
standpoint independent from the Company’s officers responsible for business execution, thereby
further reinforcing the Company’s management structure. For these reasons, he is judged as
qualified to be nominated for Outside Director.

- 10 -No.

Name(Date of birth)

Shinji Kushiro(March 1, 1941)
To be reappointed4

Number of theCompany’s shares
held: 0Past experience, positions, responsibilities
and significant concurrent positions
April 1991
Director, TOKYO DOME CORPORATION
April 1995
Managing Director, TOKYO DOME CORPORATION
April 2002
Representative Director and Managing Executive Officer,
TOKYO DOME CORPORATION
April 2004
Representative Director and Senior Managing Executive Officer,
TOKYO DOME CORPORATION
April 2008
Representative Director, Vice President and Executive Officer,
TOKYO DOME CORPORATION
April 2009
Representative Director, President and Executive Officer,
TOKYO DOME CORPORATION
April 2010
Representative Director, President and COO, TOKYO DOMECORPORATION
April 2012
Representative Director, President and COO and in charge ofSafety Promotion Office, TOKYO DOME CORPORATION
June 2013
Director of the Company (to present)
April 2014
Representative Director, President and COO, TOKYO DOMECORPORATION
April 2016
Representative Director, Chairman and CEO, TOKYO DOMECORPORATION
April 2017
Chairperson and Director, TOKYO DOME CORPORATION(to present)[Significant concurrent positions]
・Chairperson and Director, TOKYO DOME CORPORATION
・External Director, TOKYOTOKEIBA Co., Ltd.

Reasons for selecting the candidate for Outside Director
Shinji Kushiro currently serves as Chairperson and Director of TOKYO DOME CORPORATION,
with considerable experience in tourism. We believe his highly professional experience in business
management will enable him to provide appropriate advice on the overall matters of corporate
management from an objective standpoint independent from the Company’s officers responsible forbusiness execution, thereby further reinforcing the Company’s management structure. For thesereasons, he is judged as qualified to be nominated for Outside Director.

- 11 -Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 2003
Executive Officer, Asahi Mutual Life Insurance Company
Managing Executive Officer, Asahi Mutual Life Insurance
April 2004
Company
Director and Managing Executive Officer, Asahi Mutual Life
July 2004
Yoshiki Sato
Insurance Company(December 5, 1949)
Representative Director and President, Asahi Mutual Life
July 2008
Insurance Company
To be reappointed June 2015
Director of the Company (to present)
April 2017
Representative Director and Chairman, Asahi Mutual Life
Number of the
Insurance Company (to present)
Company’s shares [Significant concurrent positions]
held: 0・Representative Director and Chairman, Asahi Mutual Life Insurance Company
・Outside Audit & Supervisory Board Member, The Yokohama Rubber Co., Ltd.
・Outside Corporate Auditor, ADEKA CORPORATION
・Outside Auditor, FUJI ELECTRIC CO., LTD.

No.

5

Reasons for selecting the candidate for Outside Director
Yoshiki Sato currently serves as Representative Director and Chairman of Asahi Mutual Life
Insurance Company, with considerable experience in corporate management. We believe hishighly professional experience in business management will enable him to provide appropriate
advice on the overall matters of corporate management from an objective standpoint independent
from the Company’s officers responsible for business execution, thereby further reinforcing theCompany’s management structure. For these reasons, he is judged as qualified to be nominated forOutside Director.
Notes:
1.
2.
3.

4.

The Company has business relationships with Asahi Mutual Life Insurance Company, including the borrowing offunds.
Messrs. Tomofumi Akiyama, Mamoru Ozaki, Shinji Kushiro and Yoshiki Sato are candidates for Outside Director asstipulated in Article 2, Paragraph 3, Item 7, of the Ordinance for Enforcement of the Companies Act.
Matters concerning the candidates for Outside Director:
Messrs. Tomofumi Akiyama, Mamoru Ozaki, Shinji Kushiro and Yoshiki Sato have been notified with the Tokyo
Stock Exchange as independent directors as set forth by the regulations of said Exchange. If the reelection of thesefour candidates is approved, they will continue to be designated as independent directors.
Messrs. Tomofumi Akiyama, Mamoru Ozaki, Shinji Kushiro and Yoshiki Sato will have served as Director of theCompany for 18 years, 14 years, four years and two years, respectively, as of June 2017.
An agreement of limitation of liability with the candidates for Outside Director
Pursuant to Article 427, Paragraph 1, of the Companies Act, the Company has an agreement with each of the fourcandidates Tomofumi Akiyama, Mamoru Ozaki, Shinji Kushiro and Yoshiki Sato to limit the liability for damagesprescribed in Article 423, Paragraph 1, of said Act. The maximum amount of liability pursuant to the agreement is theamount stipulated by law.
If the reelection of these four candidates is approved, the Company will continue said agreement with them.

- 12 -Proposal 5:

Election of One (1) Corporate Auditor

The term of office of Corporate Auditor Kazuya Okamoto will expire at the conclusion of this Annual
General Meeting of Shareholders. Accordingly, the election of one (1) Corporate Auditor is proposed.
The Board of Corporate Auditors has previously given its approval to this proposal.
The candidate is as follows:Name(Date of birth)

Kazuya Okamoto(October 16, 1934)
To be reappointed
Number of theCompany’s shares
held: 5,000

Past experience, positions
and significant concurrent positions
June 1986
Director, The Mitsubishi Bank, Ltd. (currently The Bank ofTokyo-Mitsubishi UFJ, Ltd.; hereinafter the same applies)
June 1989
Representative Managing Director, The Mitsubishi Bank, Ltd.
June 1994
Representative Senior Managing Director, The Mitsubishi Bank,Ltd.
January 1998
Representative Director and Deputy President, The Bank ofTokyo-Mitsubishi, Ltd. (currently The Bank ofTokyo-Mitsubishi UFJ, Ltd.)
June 1998
Representative Director and President, Tokyo Mitsubishi
Securities Co., Ltd. (currently Mitsubishi UFJ Morgan Stanley
Securities Co., Ltd.; hereinafter the same applies)
June 2001
Representative Director and Chairman, Tokyo Mitsubishi
Securities Co., Ltd.
April 2002
Senior Advisor, Matsuya Co., Ltd. (to present)
June 2005
Corporate Auditor of the Company (to present)[Significant concurrent positions]・Executive Advisor, Matsuya Co., Ltd.
Reasons for selecting the candidate for Outside Corporate Auditor
From his professional viewpoint based on his considerable experience andexpertise accumulated through his service at financial institutions, Kazuya
Okamoto is expected to provide us with instructive comments as well as
perform auditing jobs on the overall management of the Company. For thesereasons, it is proposed to appoint him as Outside Corporate Auditor.

Notes:
1.
2.

3.

Mr. Kazuya Okamoto is a candidate for Outside Corporate Auditor as stipulated in Article 2, Paragraph 3, Item 8, of theOrdinance for Enforcement of the Companies Act.
Matters concerning the candidate for Outside Corporate Auditor:
Mr. Kazuya Okamoto has been notified with the Tokyo Stock Exchange as an independent auditor as set forth by theregulations of said Exchange. If the reelection of Mr. Okamoto is approved, he will continue to be designated as anindependent auditor. He will have served as Corporate Auditor of the Company for 12 years as of June 2017.
An agreement of limitation of liability with the candidate for Outside Corporate Auditor
Pursuant to Article 427, Paragraph 1, of the Companies Act, Mr. Kazuya Okamoto and the Company have an agreement
to limit the liability for damages as prescribed in Article 423, Paragraph 1, of said Act. The maximum amount ofliability pursuant to the agreement is the amount stipulated by law.
If the reelection of Mr. Okamoto is approved, the Company will continue said agreement with him.

End- 13 -