Note: This document has been translated from the Japanese original for reference purposes only. In theevent 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 otherforms of damages arising from the translation.

June 26, 2024
To all parties concerned:
Company
Representative
Contact

Fujitec Co., Ltd.
(Stock Code 6406)
Masayoshi Harada
President and CEO
Kosuke Sato
Director, Senior Executive Operating Officer,
General Manager of Finance HQ(TEL 072-622-8151)

Notice Concerning Amendment to Corporate Governance Guidelines

Fujitec Co., Ltd. hereby announces that it has resolved at a meeting of its Board of
Directors held on June 26, 2024 to amend the “Corporate Governance Guidelines”
announced on June 30, 2022, as per the attached document.
Related Party Transactions (Article 5) and Roles, etc. of Independent Outside Directors(Article 11) have been amended.

Established November 6th, 2015
Partially amended May 12th, 2017
Partially amended November 9th, 2018
Partially amended June 21st, 2019
Partially amended February 9th, 2021
Partially amended June 22nd, 2021
Partially amended December 22nd, 2021
Partially amended June 30th, 2022
Partially amended June 26th, 2024（* Underlined parts indicate amendment.）

Fujitec Co., Ltd.
Corporate Governance Guidelines
Preamble
The Corporate Governance Guidelines (the “Guidelines”) set forth basic mattersconcerning corporate governance for Fujitec Co., Ltd. (the “Company”) and aim tocontribute to the sustainable growth and improvement of the mid- to long-term corporate
value of the Company. The Guidelines shall be disclosed in a timely and appropriatemanner when amended.

Chapter 1. General Rules(Basic Concepts)
Article 1

The Company shall make efforts to improve its corporate governancein line with the following basic concepts:(1)

the Company shall respect shareholders’ rights and secure
equal treatment of shareholders.

(2)

the Company shall take into account interests of stakeholders,
including shareholders, and appropriately cooperate with
them.

(3)

the Company shall disclose its information properly andensure transparency.

(4)

the Company shall carry out effective oversight by the Boardof Directors of execution of operations.

1

(5)

the Company shall engage in constructive dialogue withshareholders who have investment policies corresponding to
the mid- and long-term interests of shareholders.

Chapter 2.

Securing the Rights and Equal Treatment of Shareholders(Securing the Equal Treatment of Shareholders)
Article 2

The Company shall treat shareholders equally in accordance with theirshares and make disclosure in a timely and appropriate manner so as
to avoid any information gaps among them.

(Basic Strategy for Capital Policy)
Article 3

In order to achieve the sustainable growth and improvement of mid- tolong-term corporate value of the Company, the Company shall
implement its capital policy considering capital costs.

(Policy with respect to Cross-Shareholding and Standards with respect to Voting Rights
as to Cross-Shareholding)
Article 4

When the Board of Directors reasonably determines that theacquisition and holding of shares issued by business partners, etc. will
maintain and strengthen business relationships with such business
partners, etc. and contribute to the sustainable growth andimprovement of the mid-to long-term corporate value of the Company,
the Company shall acquire and hold such shares.

2

With respect to the shares held by the Company in accordance with theprovision set forth in paragraph 1 hereof (the “Cross-Shareholdings”),
the Board of Directors shall review and determine whether theCompany continues to hold or reduces by disposition all or part of the
Cross-Shareholdings through detailed examination of the advantages,
risks, balance with capital costs, etc. associated with the holding of the
Cross-Shareholdings, which is periodically conducted every year.

3

The Company shall review and determine whether or not it exercises
its voting rights as to the Cross-Shareholdings by taking into accountthe compliance with the provision set forth in paragraph 1 hereof andthe contribution to the soundness in the management, sustainable2

growth and improvement of the corporate value of a company issuingshares, as well as considering and reviewing the contribution to theimprovement of the corporate value and the mid-to long-term interestsof the Company.
(Related Party Transactions)
Article 5

As a basic policy, the Company shall not enter into transactions withdirectors, officers or corporate auditors or major shareholders, etc.
(“Related Party Transactions”). However, if the Company engages insuch transactions due to unavoidable circumstances, the Company
shallconfirmthereasonableness

of

such

transactions

andappropriateness of the terms and conditions of such transactions, andcarry out the same by taking proper procedures, such as by obtaining
approval of Board of Directors, pursuant to law and the Company’s
internal regulations (including, but not limited to, Rules of the Boardof Directors, and Guideline concerning Related Party Transactions), inwhich

independent

directors

andindependent

auditors

shallparticipate.
2

With respect to Related Party Transactions, the reasonableness of suchtransactions and the appropriateness of the terms and conditions ofsuch transactions shall be subject to post-audit by corporate auditors
and/or accounting auditors.

3

The

Company

shall

prevent

situations

whererelatedpartytransactions would harm the interests of the Company or the common
interests of its shareholders through prior or subsequent procedures
set forth in this Article.
4

The Company shall confirm whether there are any Related Party
Transactions and the status of such transactions every term. Any
Related Party Transactions that take place shall be reported to theBoard of Directors, in which independent outside directors andindependent outside auditors shall participate, and shall be monitored
appropriately by the Company.

3Chapter 3.

Taking into Account the Interests of Stakeholders(Relationship with Stakeholders)
Article 6

In order to achieve the sustainable growth and improvement of mid- tolong-term corporate value of the Company, the Board of Directors shalltake into account the interests of not only the Company’s shareholders
but also other stakeholders, including but not limited to, the Company’s
employees, customers, business partners, creditors, local community,and other relevant parties.

2

In order to properly operate and manage a defined benefit pension plan,
the Company shall establish a Pension Investment Committee
consisting of members, etc. (nominated from the Finance and Personnel
Departments) headed by the General Manager of the Finance
Department.

3

By referring to the suggestion of an investment consulting company
from the standpoint of its expertise and conflict of interests, thePension Investment Committee shall determine the Company’s basic
policies and its operational guidelines with respect to the Company’s
investment, select investment products, and conduct periodic
evaluation of investing institutions to ensure the operational status of
their investment.

(Actions for Sustainability)
Article 7

The Company recognizes that practicing our management philosophy
will lead to the creation of sustainable societies and coexistence withsociety and nature. We formulate domestic and overseas businessstrategies for Fujitec Group sustainable growth and corporate value
improvement over the medium to long term, as well as investments andbusiness plans related to human capital, intellectual capital. Working
with stakeholders, we engage in a variety of business activities in the
pursuit of safety and security, human resources development,
technology continuity, social contribution activities, and environmental
activities, disclosing our plans and progress in a timely manner.

2

The Company has established the Sustainability Committee (chairedby the president of the Company) to formulate companywide policies
and targets related to sustainability. Through this committee, the4Company has established and maintains a system to put sustainability
policies and targets into practice, monitoring the implementation ofvarious measures. The Materiality Response Team is the first of two
management teams organized under the Sustainability Committee todetermine materiality implementation plans and monitor progress.
The Climate-related Financial Disclosures Team is the second of two
management teams under the Sustainability Committee, responsible
for collecting Company information related to the environment,
gathering information on climate-response activities, and disclosing
the financial impact of risks and opportunities related to climatechange in line with the TCFD framework. In this way, the Company
responds to various issues related to sustainability. The agenda andresults of Sustainability Committee meetings are reported to anddiscussed by the Board of Directors.
3

The Board of Directors deliberates and supervises matters reported by
the Sustainability Committee to ensure the implementation ofbusiness activities in line with the policies provided in Paragraph 1 ofthis Article.

(Whistle-Blowing)
Article 8

The Company shall promote the establishment and utilization of the“Compliance Hotline” on a Group-wide basis in its offices, including but
not limited to, the main offices of its subsidiaries, to collect informationfrom its employees that could not

be collected easily through its

organizational ladder and to conduct investigations into suchinformation and, if the Company identifies a violation or suspectedviolation of laws and regulations, the Company shall take appropriate
measures to rectify or remedy such violation or suspected violation.
2

The Company shall not treat any employee unfavorably on the groundthat he or she consults with or reports to the “Compliance Hotline” set
forth above.

5

Chapter 4.

Ensuring Appropriate Information Disclosure and Transparency(Disclosure of Policies Concerning Risk Management, Internal Control System, andOther Matters)
Article 9

Pursuant to the Companies Act and other applicable laws andregulations, the Board of Directors shall establish and disclose in atimely and appropriate manner policies concerning risk managementof corporate group, internal control system, compliance with laws andregulations, and other relevant matters.

2

Pursuant to the Companies Act, Financial Instrument and Exchange
Act and other applicable laws, as well as the regulations and rules ofFinancial Instrument Exchange, the Board of Directors shall disclose
finance and business-related matters in a fair, detailed and directmanner.

Chapter 5.

Responsibilities of the Board of Directors(Roles of the Board of Directors, Delegation to Management)
Article 10

Based upon its fiduciary duty to shareholders who have entrusted
management to the Board of Directors, the Board of Directors shall
implement efficient and effective corporate governance for all
shareholders who shall ensure the promotion of their own interests
through maximization of the mid- to long term corporate value, and theBoard of Directors shall further be responsible for the sustainablegrowth and improvement of mid- to long-term corporate value of theCompany2

In fulfilling the responsibilities set forth in Article 10.1, the Board of
Directors shall ensure fairness and transparency of management by
exercising its monitoring function over the entire management andmake the best decisions for the Company through decisions relating to
the execution of the Company's important business which are legallyrequired to be made by the Board of Directors.

3

Decisions on such execution of the Company’s business other than set
forth in Article 10.2 shall be delegated to lower level meetings,

6including but not limited to, global executive committees and/or
operating officers meetings, or other meetings, and the Board of
Directors shall supervise the execution of duties by such meetings
and/or operating officers, or others.
(Roles, etc. of Independent Directors)
Article 11

In order to achieve the sustainable growth and improvement of mid- tolong-term corporate value of the Company, independent outside
directors shall, from the standpoint of the common interest ofshareholders, monitor execution of the Board of Directors and the
management and conflicts of interest between the Company and the
management, etc.

2

In order to fulfill the monitoring function of the independent outside
directors set forth in the preceding paragraph, the management, etc.,
shall endeavor to provide necessary information to the Board of
Directors and independent outside directors in a timely and efficientmanner.

(Composition and Diversity of the Board of Directors)
Article 12

The number of the Board of Directors shall be eleven (11) or less, asprescribed in the Company’s Articles of Incorporation.

2

Considering the importance of independent outside directors forcorporate governance, at least one-third of the directors comprising theBoard of Directors set forth above shall be independent outside
directors.

3

The Company recognizes that diversity on the Board of Directors is oneof the important factors for enhancing the effectiveness of the Board of
Directors and realizing sustainable growth of the Company. In
selecting candidates for its directors, the Company considers thediversity including gender, international orientation, internal andoutside career experience, age and years of service. The Company also
considers the combination and balance in terms of expertise,
experience, skills, etc. of the Board of Directors as a whole to respondbusiness environment, business characteristics, etc., and also considers
the appropriate size of the Board of Directors.

7

(Qualifications and Nomination Procedures of Directors)
Article 13

Candidates for the Company’s directors must have excellent
personalities, insight, competence and abundant experience, as well as
highethicalstandards

tosuperviseandexecuteCompany’s

management in an appropriate, fair and effective manner.
2

In order to fulfill their monitoring function, candidates for theCompany’s independent outside directors must have deep insight andabundant experience in the areas of business management, risk
management, and internal control, including legal compliance,
corporateethics,management

quality,

globalmanagement,

macroeconomic policy, and other areas. Additionally, the candidates for
the Company’s independent outside directors must meet criteria for
selection of Independent officers, which are determined and disclosed
separately.
3

All of the Company’s directors shall be subject to election by aresolution at the general shareholders meeting held on an annual basis.

4

In accordance with this Article, candidates for directors, including
substitute directors, shall be appointed and selected by the Board of
Directors, having consulted with the Nomination and Compensation
Committee, which is chaired by an independent outside director andwhose membership consists of a majority of independent outside
directors, and after proper and transparent deliberations.

5

In the event that any of the Company’s directors becomes unable tosupervise and execute or faces difficulty in supervising and executing
Company’s management in an appropriate, fair and effective manner,
the Board of Directors discuss the policy of such dismissal of him/her,and depending on the result of such discussion, the director may besubject to dismissal by a resolution at the general shareholders
meeting.

(Qualifications and Nomination Procedures of Corporate Auditors)
Article 14

Candidates for corporate auditors of the Company must have excellent
personalities, insight, competence and abundant experience as well as
high ethical standards to monitor directors’ execution of their duties in
an appropriate, fair and effective manner. In addition, at least one (1)8corporate auditor must have appropriate expertise with respect tofinance and accounting.
2

In order to fulfill their monitoring function, candidates for theCompany’s independent outside corporate auditors must have deep
insight and abundant experience in the areas of business management,risk management, and internal control, including legal compliance,
corporate ethics, management quality control, global management,
macroeconomic policy, and other areas. Additionally, candidates forindependent outside corporate auditors must meet criteria for
independence of outside corporate officers, which are determined anddisclosed separately.

3

In accordance with this Article, candidates for new corporate auditorsof the Company, including substitute corporate auditors, shall be
appointed and selected by the Board of Directors through consultation
with certain director(s) designated by the Board of Directors, properand transparent discussion of the Board of Directors, and shall be
subject to the consent of the Board of Corporate Auditors.

4

In the event that any of the corporate auditors of the Company becomesunable to audit or faces difficulty in auditing its directors’ execution of
their duties in an appropriate, fair and effective manner, the Board of
Directors and the Board of Corporate Auditors shall discuss the policyof such dismissal of him/her, and depending on the result of suchdiscussion, the corporate auditor may be subject to dismissal by aresolution at the general shareholders meeting.

(Chairperson of the Board of Directors)
Article 15

The Chairperson of the Board of Directors shall be an Outside Director
selected by the Board of Directors.

2

The Chairperson of the Board of Directors shall endeavor to enhance
the quality of discussions of the Board of Directors and facilitate theBoard of Directors meetings in an efficient and effective manner. To
carry out these duties, the Chairperson shall make arrangements forsecuring adequate time for all proposals and shall make appropriate
information available to respective directors in a timely manner.

9

(Duties of Directors)
Article 16

The Company’s directors shall collect information sufficient to fulfill
their duties, proactively express their opinions, and have thoroughdiscussions.

2

In fulfilling their duties toward the Company, the Company’s directors
shall make full use of their abilities and spend the necessary amountof time.

(Access to the Company’s Information by Independent Directors and Corporate Auditors)
Article 17

Wheneverdeemednecessaryorappropriate,

theCompany’s

independent outside directors and/or corporate auditors may request
executive directors, operating officers and employees of the Company
to provide explanations, reports, and/or or submit internal materials.
2

The Company’s corporate sections shall support independent outside
directors so that they can perform their duties appropriately.

3

In order for the Board of Corporate Auditors or respective corporate
auditors to perform their duties appropriately, the Company shallestablish a bureau of the Board of Corporate Auditors (corporate
auditors’ office) with proper human resources and budget.

(Remuneration, etc. of Directors)
Article 18

Policies for determining Director remuneration plans, etc., and thecontent of agenda items for the general meeting of shareholders shallbe as follows. These matters are based on a basic policy to provide
incentives for the sustainable enhancement of Company corporate
value and for strengthening shared values with shareholders.

(1)

Performance-based remuneration (bonuses) and remuneration otherthan performance-based (basic remuneration and grants of restricted
stock) will be allocated at a ratio of approximately 1:2.

(2)

Basic remuneration to be paid to each Director as fixed monthly
monetary remuneration shall be calculated by taking into account the
responsibilities and activities of each director, as well as remuneration
paid at other companies.

(3)

Restricted stock will be granted in according to issuance price, timing,and conditions as determined by resolution of the Board of Directors inaccordance with the activities of each director in his or her assigned

10

duties and the degree of contribution to business performance.
(4)

To motivate directors to improve performance in the short and medium
term, a bonus shall be paid as performance-based remuneration withinfour months after the end of the current fiscal year. The bonus amountshall be determined based on operating income of the previous fiscal
year, used as a performance indicator. This indicator shall take into
consideration an addition or subtraction of the amount in the previous
fiscal year according to the level of achievement. The amount of bonus
to be paid to each individual Director will be according to the activities
of his or her assigned duties and the degree of contribution to businessperformance.

2

In addition to the matters set forth in the preceding paragraph, decisions
on the amount and calculation method of remuneration, etc., for
Directors shall be made after consultation with the Nomination andCompensation Committee, which is chaired by an independent outside
director and whose members consist of a majority of independent
outside directors. Representative Directors may be delegated todetermine, by a resolution of the said Board of Directors, the amountof the remuneration, etc. of respective director within the annual
amount of the remuneration, etc. set by a resolution of a generalshareholders meeting and in accordance with the policy determined by
the Board of Directors.

(Succession Planning)
Article 19

Based on a proposal by the President (CEO) and having consulted with
the Nomination and Compensation Committee, the Board of Directors
shall discuss and, by the resolution of the Board of Directors, determine
and review succession planning for the President (CEO).

2

When the President (CEO) resigns or leaves his/her office, the Board of
Directors shall determine candidate(s) for the successor of the
President (CEO) based on the succession planning set forth above.

(Directors and Corporate Auditors Training)
Article 20

According to their insights, skills, experience, and other attributes, theCompany’s directors and corporate auditors shall participate in

11

training programs provided by lawyers, certified public accountants
and other professionals related to business management, and receive
explanations by the President (CEO) and/or operating officer(s)designated by the President (CEO) related to the Company’s businessstrategy, financial conditions and other important matters.
2

To fulfill their respective roles, the Company’s directors and corporate
auditors shall collect necessary information proactively and makeefforts toward self-improvement with respect to the Company’s
financial condition, legal compliance, corporate governance and othermatters.

(Effective Utilization of Independent Outside Directors)
Article 21

In order to enhance their ability to collect information while
maintaining their independence, the Company’s outside directors shallhold regular meetings with corporate auditors, including independent
auditors.

(Evaluation of Effectiveness of the Board of Directors)
Article 22

At the end of each business year, the Company shall conduct aquestionnaire survey of all of the Company’s directors, including
outside directors, with respect to matters which include diversity of thecomposition of the Board of Directors, the combination and balance interms of expertise, experience, skills, etc. of the Board of Directors as awhole to respond business environment, business characteristics, etc.,
the appropriateness of the size of the Board of Directors, sufficiency ofagenda materials for the board of director meetings, sufficiency of
explanations from the management of the Company in relation to eachagenda item in board meetings, validity of the proceedings of board
meetings, sufficiency of time for deliberations and frequency of meetingof the board of directors, etc. The Company shall evaluate theeffectiveness of the Board of Directors as a whole based on the resultsof the questionnaire survey.

12

Chapter 6.

Dialogue with Shareholders(Dialogue with Shareholders)
Article 23

In order to realize the sustainable growth and improvement of mid- tolong-term corporate value of the Company, the Company shall engage
in constructive dialogue with major shareholders who have investment
policies corresponding to the mid- to long-term interests ofshareholders.

2

The Company shall establish and disclose policies concerning themeasuresandorganizational

structures

constructive dialogue with shareholders.

13

aimed

at

promoting