Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 7212
June 3, 2022
To our shareholders:Yuichi Fukuda
President & CEO
F-TECH INC.
19 Showanuma, Shobucho, Kuki-shi, Saitama

Notice of the 67th Annual General Meeting of Shareholders
You are cordially invited to attend the 67th Annual General Meeting of Shareholders of F-TECH INC. (the“Company”) to be held as described below.
If you are unable to attend the meeting, you may exercise your voting rights in writing or via the Internet. Please
review the attached Reference Documents for General Meeting of Shareholders, and exercise your voting rights, sothat your vote is received no later than 5:00 p.m. on Wednesday, June 22, 2022 (JST).
1. Date and Time: Thursday, June 23, 2022, at 10:00 a.m. (reception starts at 9:00 a.m.) (JST)
2. Venue:
Royal Crown B, fourth floor, ROYAL PINES HOTEL URAWA
2-5-1 Naka-cho, Urawa-ku, Saitama-shi, Saitama
Please refer to the “Guide Map to the Meeting Venue” at the end of the Japanese version of thisdocument.
Please note that the venue is different from the previous meeting.
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements, and audit reports by financial auditors andthe Board of Auditors of the Consolidated Financial Statements for the 67th fiscal year (from April 1, 2021
to March 31, 2022).
2. The Non-consolidated Financial Statements for the 67th fiscal year (from April 1, 2021 to March 31, 2022).
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Partial Amendments to the Articles of Incorporation
Proposal No. 3
Election of Five Directors
Proposal No. 4
Election of One Auditor-

When you attend the meeting in person, please submit the enclosed voting form at the reception.
Any changes in the Reference Documents for General Meeting of Shareholders, Business Report, Consolidated Financial Statements,
or Non-consolidated Financial Statements will be posted on the Company’s website.
Among the documents that should be provided with this Notice, the below-mentioned documents are posted on the Company’s
website in accordance with laws and regulations, and the provision of Article 17 of the Articles of Incorporation of the Company, andare not included in this Notice. Accordingly, the documents attached to this notice are a part of the Consolidated Financial Statementsor the Non-consolidated Financial Statements audited by the auditor in preparing an audit report and by the financial auditor in
preparing an accounting audit report.
(i) Notes to the Consolidated Financial Statements(ii) Notes to the Non-consolidated Financial Statements
The Company’s website (https://www.ftech.co.jp/)-1-Reference Documents for General Meeting of Shareholders
Proposal No. 1

Appropriation of Surplus

The dividend policy of the Company is as stated in the Reference Documents (in Japanese only).
Giving consideration to the future business development, the Company proposes to pay the year-end dividend forthe fiscal year under review of JPY10 per share.
Year-end dividends(1) Type of dividend property
Cash(2) Allotment of dividend property to shareholders and their aggregate amount
JPY10 per common share of the Company
Total amount: JPY187,078,230(3)Effective date of dividends of surplus
June 24, 2022-2-

Proposal No. 2
1.

Partial Amendments to the Articles of Incorporation

Reasons for the amendment(1) Change of the head office location
The Company proposes that the head office location set forth in Article 3 of the current Articles ofIncorporation be changed from “Shobucho, Kuki-shi, Saitama” to “Kuki-shi, Saitama,” which is thesmallest independent administrative district.
(2) Introduction of the system for electronic provision of reference documents for general meetings ofshareholders
The amended provisions stipulated in the proviso to Article 1 of the supplementary provisions of the“Act Partially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1, 2022.
Accordingly, in order to prepare for the introduction of the system for electronic provision of materials forgeneral meetings of shareholders, the Articles of Incorporation of the Company shall be amended as follows.
1)
The proposed Article 17, Paragraph 1 provides that information contained in the reference
documents for the general meeting of shareholders, etc. shall be provided electronically.
2)
The purpose of the proposed Article 17, Paragraph 2 is to establish a provision to limit the scopeof matters to be included in the paper copy to be sent to shareholders who have requested it.
3)
The provisions related to the internet disclosure and deemed provision of reference documents forthe general meeting of shareholders, etc. (Article 17 of the current Articles of Incorporation) will
become unnecessary and will therefore be deleted.
4)
In line with the above establishment and deletion of the provisions, supplementary provisions
related to the effective date, etc. shall be established.

2.

Details of the amendments
The details of the amendments are as follows.
(Amended parts are underlined.)
Proposed Amendments

Current Articles of Incorporation
Article 3 (Location of the Head Office)The head office of the Company shall be situatedin Shobucho, Kuki-shi, Saitama.

Article 3 (Location of the Head Office)The head office of the Company shall be situatedin Kuki-shi, Saitama.

Article 17 (Internet Disclosure and Deemed
Provision of Reference Documents for the
General Meeting of Shareholders, Etc.)
The Company may, when convening a general
meeting of shareholders, deem that it has provided
information to shareholders pertaining to matters tobe described or indicated in the reference
documents for the general meeting of shareholders,business report, non-consolidated financial
statements, and consolidated financial statements,
by disclosing such information through the internet
in accordance with the provisions provided in the
Ordinance of the Ministry of Justice.

<Deleted><Newly established>

Article 17 (Measures for Electronic Provision, Etc.)
The Company shall, when convening a general
meeting of shareholders, provide information
contained in the reference documents for thegeneral meeting of shareholders, etc.
electronically.
2. Among the matters to be provided electronically,
the Company may choose not to include all orpart of the matters stipulated in the Ordinance ofthe Ministry of Justice in the paper copy to besent to shareholders who have requested it by therecord date for voting rights.

-3-

Current Articles of Incorporation

Proposed Amendments(Supplementary provisions)
1. The deletion of Article 17 (Internet Disclosure
and Deemed Provision of Reference Documents
for the General Meeting of Shareholders, Etc.) of
the current Articles of Incorporation and the
proposed Article 17 (Measures for Electronic
Provision, Etc.) shall come into effect on the dateof enforcement of the amended provisions
stipulated in the proviso to Article 1 of the
supplementary provisions of the Act Partially
Amending the Companies Act (Act No. 70 of2019) (the “Effective Date”).

<Newly established>

2. Notwithstanding the provisions of the preceding
paragraph, Article 17 of the current Articles ofIncorporation shall remain in force with respect
to a general meeting of shareholders to be held
on a date within six months from the EffectiveDate.
3. These supplementary provisions shall be deleted
after the lapse of six months from the Effective
Date or the lapse of three months from the dateof the general meeting of shareholders set forthin the preceding paragraph, whichever is later.

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Proposal No. 3

Election of Five Directors

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

Candidate
No.

Name

1

Yuichi Fukuda

2

Hajime Fujitaki

3

Hiroyuki Aoki

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

Reelection

4

Naoko Tomono

DirectorReelection
OutsideIndependent◎

5

Nobuhiro Koga

DirectorReelection
OutsideIndependent〇*

Current position and responsibilities in the Company

President & CEO
Director & Senior Managing Executive Officer

Reelection

Global Chief SED Officer

Nomination and Remuneration Committee consists of three Directors (including two outside Directors). 〇 indicates a memberand ◎ indicates a chairperson (as of April 1, 2022).

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

Name

GenderYuichi Fukuda

Male

Independent Corporate
Officermanagement〇

Hajime Fujitaki Male
Hiroyuki Aoki

〇

〇

〇

〇

〇

Male

Naoko Tomono Female
Nobuhiro Koga

Technology Production &Legal affairs
Sales & Finance &Governance Academic Overseas& risk&manufacturing& CSR
experience experience
procurement accounting
management
development technology

Male

〇

〇
〇

OutsideIndependent
OutsideIndependent

〇

〇

〇

〇

〇

〇

〇

〇

(Engineering)-5-

Candidate
No.

Name
(Date of birth)

Yuichi Fukuda(December 1, 1967)[Tenure as Director]
18 years, as of theconclusion of thisgeneral meeting

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

Career summary, and position
and responsibility in the Company
Dec. 1994
Jun. 2004
Jun. 2008
Mar. 2010
Apr. 2012
Apr. 2013
Apr. 2014
Apr. 2015

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

Number of theCompany’s shares
owned

306,100 sharesDec. 2021

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

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

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

Joined the Company

Jun. 2004
May 2008

Senior Operating Officer of the Company
President of F&P AMERICA MFG., INC.

Apr. 2012

Division Manager of Quality Assurance
Division of the Company
Director & Managing Executive Officer

Jun. 2012
Apr. 2013

Division Manager of Production Planning
Division
11,400 shares
Apr. 2016
Division Manager of Sales &[Attendance at Board ofMarketing Division
Directors Meetings
Apr. 2017
Division Manager of Sales & Marketing(fiscal year under review)]
Divisionand Regional CEO of Asia
20 attended/20 held (100%)
Apr. 2020
Director & Senior Managing Executive
Officer (current position)
Reelection
Apr. 2020
Global Chief SED Officer (current position)[Significant concurrent positions outside the Company]
None[Reasons for nomination as candidate for Director]
Hajime Fujitaki has experience in important management and business operations including the supervision of production
planning area and sales & marketing area, as well as the service as a president of overseas sites, and currently serves as
Global Chief SED Officer. Leveraging his abundant experience and in-depth knowledge in the Company group’s
management nurtured through his career, he has properly performed his duties in critical management decision-making
and supervising business execution as a Director. Therefore, the Company has nominated him again as Director. He is
also scheduled to assume the position as Senior Managing Executive Officer when reelected as Director.

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Candidate
No.

Name
(Date of birth)

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

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

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

4

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

Number of theCompany’s shares
owned

10,700 shares[Reasons for nomination as candidate for Director]
Hiroyuki Aoki has experience in important administrative affairs as a person responsible for the Company’s management
planning area, including supervision of the Company group’s accounting, finance, human resources and labor management,
governance and compliance. Currently, he serves concurrently as Global Business Management Officer. Leveraging his
abundant experience and in-depth knowledge in the Company group’s management nurtured through his career, he has
properly performed his duties in critical management decision-making and supervising business execution as a Director.
Therefore, the Company has nominated him again as Director. He is also scheduled to assume the position as Senior
Managing Executive Officer when reelected as Director.
Apr. 1988
Joined Sogo & Seibu Co., Ltd. (formerly Seibu
Department Store Co., Ltd.)
Naoko Tomono
Dec. 2008
Registered as an attorney at law (Daini Tokyo(August 25, 1964)
Bar Association)
Jan. 2009
Joined T and T PARTNERS LAW OFFICE[Tenure as outside Director](formerly Takagi Yoshiko LAW OFFICE)
Five years, as of theconclusion of this general
Jan. 2013
Partner (current position)
meeting
Jun. 2016
Outside Director of Taisei Lamick Co., Ltd.
(current position)– shares[Attendance at Board ofJun. 2017
Outside Director of the Company (current
Directors Meetings
position)(fiscal year under review)]
20 attended/20 held (100%)
Dec. 2021
Chairperson of Nomination andRemuneration Committee (current
Reelection
position)
Outside[Significant concurrent positions outside the Company]
Independent
Partner of T and T PARTNERS LAW OFFICE
Outside Director of Taisei Lamick Co., Ltd.
[Reasons for nomination as candidate for Outside Director and summary of expected roles]
Naoko Tomono has no experience of involvement in company management except as an outside officer, but she has an
objective viewpoint and abundant experience from her many years working in business and as a lawyer, and has been judged
to be able to appropriately perform the duties, such as supervising the business execution of Directors of the Company.
Therefore, the Company has again nominated her as outside Director.
She is expected to utilize her extensive practical experience as an attorney at law to continue to supervise all aspects of theexecution of duties, particularly regarding legal affairs, risk management, governance and CSR, and oversee the Company’s
management from an independent standpoint.
When reelected, she will deliberate on the election and dismissal of officers, a remuneration system for officers, and othermatters as a chairperson of Nomination and Remuneration Committee, and engage in building a highly objective governancesystem.

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Candidate
No.

Name
(Date of birth)

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

Number of theCompany’s shares
owned

Associate Professor, Faculty of Fundamental
Engineering (formerly Department of
Mechanical Engineering), Nippon Institute ofTechnology
Apr. 2002
Professor, Faculty of Fundamental
Engineering (formerly Department of
Mechanical Engineering), Nippon Institute of
Nobuhiro Koga
Technology(current position)(April 26, 1955)
Apr. 2013
Chairman, Industry-University Cooperation[Tenure as outside Director]
and Entrepreneurial Education Center,
Four years, as of the
Nippon Institute of Technology (current
conclusion of this general
position)
meeting
May 2016
Director, Association of Saishin Collabo– shares[Attendance at Board of
Sangakukan industry-academic-government
Directors Meetings
collaboration (current position)(fiscal year under review)]
Jun. 2018
Outside Director of the Company (current
20 attended/20 held (100%)
position)
Dec. 2021
Member of Nomination and Remuneration
Reelection
Outside5
Committee (current position)
Independent[Significant concurrent positions outside the Company]
Professor, Faculty of Fundamental Engineering, Nippon
Institute of Technology
Chairman, Industry-University Cooperation and Entrepreneurial
Education Center, Nippon Institute of Technology
Director, Association of Saishin Collabo Sangakukan industryacademic-government collaboration[Reasons for nomination as candidate for Outside Director and summary of expected roles]
Nobuhiro Koga has no experience of involvement in company management except as an outside officer, but he hasabundant knowledge, experience, and an objective viewpoint as a university professor specializing in mechanicalengineering. Therefore, the Company has judged him to be able to appropriately perform the duties, such as supervising
the business execution of Directors of the Company, and has again nominated him as outside Director.
He is expected to utilize his extensive knowledge and experience as a university professor specializing in mechanicalengineering to continue to supervise all aspects of the execution of duties, particularly regarding research and development,
and oversee the Company’s management from an independent standpoint.
When reelected, he will deliberate on the election and dismissal of officers, a remuneration system for officers, and othermatters as a member of Nomination and Remuneration Committee, and engage in building a highly objective andtransparent governance system.
Notes: 1. For the selection of Director candidates, the Company has established a Nomination and Remuneration Committee as anon-statutory advisory body to the Board of Directors. The Committee is chaired by an independent outside Director, anda majority of the Committee members are independent outside Directors. Consulted by the Board of Directors, theCommittee makes discussions and reports on the outcome to the Board of Directors. The Board of Directors shall respect
the report of Nomination and Remuneration Committee so as to increase the objectivity and transparency of the decisionmaking procedures.
2. There is no special interest between any of the candidates and the Company.
3. Naoko Tomono and Nobuhiro Koga are candidates for outside Director.
4. The Company has entered into agreements with Naoko Tomono and Nobuhiro Koga to limit their liability for damages
under Article 423, paragraph 1 of the Companies Act, pursuant to the stipulations of Article 427, paragraph 1 of the same
Act. The maximum amount of liability for damages under this agreement is the minimum liability amount provided forunder Article 425, paragraph 1 of the same Act. If their reelection is approved, the Company plans to renew the agreementswith them.
5. Each candidate currently serves as a Director of the Company. The Company has entered into a directors and officers(D&O) liability insurance contract with an insurance company, as prescribed under Article 430-3, Paragraph 1 of theCompanies Act. Each candidate is an insured party under this contract. The insurance covers legal damages and litigation
expenses borne by an insured party in the event that a claim for damages is made due to an act (or omission) committed by
the insured party in his or her capacity as a Director or an officer of the Company. The Company is fully responsible forpaying the insurance premiums for all insured parties. If the reelection of each candidate is approved, then they will continue
to be included in the insured parties under the insurance contract. The Company intends to renew the insurance contract
on the same terms, during the candidates’ term of office.

-8-

6.

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

-9-Proposal No. 4

Election of One Auditor

At the conclusion of this meeting, the term of office of Auditor Mr. Shigeharu Nakamura will expire.
Therefore, the Company proposes the election of one Auditor.
The Board of Auditors has given its consent to this proposal.
The candidate for Auditor is as follows:
Name(Date of birth)

Kenichiro Masuda(December 26, 1960)[Tenure as outside Auditor]– years[Attendance at Board of
Directors Meetings]–[Attendance at Board ofAuditors Meetings]–
New election
OutsideCareer summary
Apr. 1984

Joined Saitama Bank, Limited (currently
Saitama Resona Bank, Limited)

Jun. 2011

Executive Officer, General Manager of Group
Strategy Division, Resona Holdings, Inc.

Apr. 2013

Executive Officer, Resona Bank, Limited

Apr. 2013

Executive Officer, Resona Holdings, Inc.

Apr. 2016

Director and Managing Executive Officer,
Saitama Resona Bank, Limited

Apr. 2018

Representative Director and Senior Executive
Officer, Saitama Resona Bank, Limited

Jun. 2019

President and Representative Director,
Resona Guarantee Co., Ltd.

Number of theCompany’s shares
owned– shares

Apr. 2022

President, The Saitama Resona Foundation
For Industrial and Economic Promotion(current position)[Significant concurrent position outside the Company]

President, The Saitama Resona Foundation For Industrial andEconomic Promotion[Reasons for nomination as candidate for outside Auditor]
Kenichiro Masuda has expertise in a wide range of fields, including corporate governance, compliance and risk management,in addition to finance, treasury and accounting, and the Company has judged him to be able to appropriately perform the duties
as an Auditor with his external point of view. Therefore, the Company has nominated him as a candidate for outside Auditor.
Notes:

1. There is no special interest between Kenichiro Masuda and the Company.
2. Kenichiro Masuda is a new candidate for outside Auditor.
3. If the election of Kenichiro Masuda is approved, the Company will enter into an agreement with him to limit
his liability for damages under Article 423, paragraph 1 of the Companies Act, pursuant to the stipulations ofArticle 427, paragraph 1 of the same Act. The maximum amount of liability for damages under thisagreement is the minimum liability amount provided for under Article 425, paragraph 1 of the same Act.
4. The Company has entered into a directors and officers (D&O) liability insurance contract with an insurancecompany, as prescribed under Article 430-3, Paragraph 1 of the Companies Act. Each Auditor is an insured
party under this contract. The insurance covers legal damages and litigation expenses borne by an insured
party in the event that a claim for damages is made due to an act (or omission) committed by the insured
party in his or her capacity as an Auditor or an officer of the Company. The Company is fully responsible
for paying the insurance premiums for all insured parties. If the election of Kenichiro Masuda is approved,
then he will be included in the insured parties under the insurance contract. The Company intends to renew
the insurance contract on the same terms, during the candidate’s term of office.

- 10 -

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

(2)
(3)
(4)

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

Established on November 5, 2015

Notes: 1.
2.
3.

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

- 11 -