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.
(Securities Code 6814)
May 8, 2019
To Shareholders with Voting Rights:
Yukio Furuno
President
FURUNO ELECTRIC CO., LTD.
9-52 Ashihara-cho, Nishinomiya City,
Hyogo, JapanNOTICE OF
THE 68th ANNUAL SHAREHOLDERS’ MEETING
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 68th Annual Shareholders’ Meeting of FURUNO ELECTRIC CO.,LTD. (hereinafter the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing or via the Internet.
Please review the attached Reference Documents for the Shareholders’ Meeting and exercise your voting
rights by no later than 5:20 p.m. on Wednesday, May 22, 2019, Japan time.
1. Date and Time:Thursday, May 23, 2019 at 10:00 a.m. JST (Japan Standard Time)

2. Place:

5F, Plela Nishinomiya (PLELA HALL)
4-8 Takamatsu-cho, Nishinomiya City, Hyogo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
68th Fiscal Year (March 1, 2018 to February 28, 2019) and results of audits
by the Accounting Auditor and the Audit & Supervisory Board of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 68th Fiscal Year
(March 1, 2018 to February 28, 2019)
Proposals to be resolved:
Distribution of Surplus
Proposal 1:
Election of Eleven (11) Directors
Proposal 2:
Election of One (1) Substitute Audit & Supervisory Board Member
Proposal 3:-1-◎ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception
desk to confirm your identity. In addition, we ask that you kindly print out this Notice by yourselves, only
when it is considered necessary, to reduce paper consumption.
◎ The following items are posted on the Company’s website (https://www.furuno.co.jp), in accordance withthe provisions of laws and regulations as well as Article 15 of the Company’s Articles of Incorporation,
and are therefore not included in the documents accompanying this Notice.
1. “Systems for Ensuring the Appropriateness of Business Activities” and “Operational Status of Systems
for Ensuring the Appropriateness of Business Activities” in the Business Report
2. “Consolidated Statement of Changes in Equity” and “Notes to Consolidated Financial Statements” in
the Consolidated Financial Statements
3. “Statement of Changes in Equity” and “Notes to Non-consolidated Financial Statements” in the
Non-consolidated Financial Statements
Accordingly, the documents accompanying this Notice comprise part of the documents audited by Audit& Supervisory Board Members and the Accounting Auditor when preparing their respective audit reports.
◎ Should the Reference Documents for the Shareholders’ Meeting, Business Report, Consolidated Financial
Statements, and Non-consolidated Financial Statements require revisions, the revised versions will be
posted on the Company’s website (https://www.furuno.co.jp).
◎ The results of this meeting will be posted on the Company’s website (https://www.furuno.co.jp), in placeof sending a Notice of Shareholders’ Meeting Resolutions.
◎ [Product Exhibition]
Shareholders are cordially invited to browse the Company’s product exhibition that will be installed in the“FOYER” space behind the reception desk on the day of the meeting, from 9:00 to 9:55 a.m. and after the
Shareholders’ Meeting.

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Reference Documents for the Shareholders’ Meeting
Proposals and References
Proposal 1:

Distribution of Surplus

The Company considers its dividend policy one of its most important management policies. The
Company’s basic policy when making decisions about the distribution of profits is to comprehensively take
into consideration the Company’s financial position, level of profitability, dividend payout ratio, and otherfactors while keeping in mind continuous and stable dividend. In addition, the Company intends to utilize
internal reserves for far-sighted investment and further strengthening of the Company’s corporate structure.
The Company proposes a year-end dividend for the fiscal year under review as follows, in order toreward shareholders for their support while taking into consideration the management environment
surrounding the Company and business performance in the fiscal year under review.
The Company previously paid out 10 yen per share as an interim dividend and the aggregate amount ofannual dividends will therefore amount to 25 yen per share.
Items Related to the Year-end Dividend(1) Type of dividend property
Cash(2) Items related to the allocation of dividend property to shareholders and its total amount
15 yen per common share of the Company, for a total of 472,671,525 yen(3) Date on which the distribution of surplus comes into effectMay 24, 2019-3-

Proposal 2:

Election of Eleven (11) Directors

The terms of office of all eleven (11) Directors will expire at the conclusion of this Shareholders’ Meeting.
Accordingly, the election of eleven (11) Directors is proposed.
The candidates for Director are as follows:

No.

Name

Position

Responsibilities
General Manager, Security Assurance& Export Control Committee
Chief AEO (Authorized Economic
Operator) Control Officer
Head of Marine Electronic Products
Divisional General Manager, Marine
Electronic Products Division
Integration Chief Manager, Product
Designing, Development &Value-engineering Headoffice, Marine
Electronic Products Division
General Manager, Products Planning& Marketing Department, Marine
Electronic Products Division
Head of System Products, andAvionics and Defense Electronics
Divisional General Manager, System
Products Division
Head of Research and Innovation
Center, R&D Planning &Management Center, andCompany-wide Technology
General Manager, Research andInnovation Center
Head of Personnel & General Affairs
Department and Legal Office
General Manager, Personnel &General Affairs Department
Factory General Manager, MIKI
Factory, Marine Electronic Products
Division
Head of Quality Commanding &Supervisory Office, Management
Planning & Intelligence Department,
Information Technology Department,
Accounting & Financing Department,
and Environment
General Manager, Management
Planning & Intelligence Department
Energy Management Control Officer

Attendanceat meetingsof the Boardof Directors

Candidate
attributes

100%(12 out of 12
meetings)

Reappointment100%(12 out of 12
meetings)

Reappointment100%(12 out of 12
meetings)

Reappointment100%(12 out of 12
meetings)

Reappointment100%(12 out of 12
meetings)

Reappointment100%(12 out of 12
meetings)

Reappointment100%(12 out of 12
meetings)

Reappointment100%(12 out of 12
meetings)

Reappointment100%(10 out of 10
meetings)

Reappointment

1

Yukio Furuno

President

2

Muneyuki Koike

SeniorManaging
Director

3

Shinji Ishihara

Managing
Director

4

Kazuma Waimatsu

Director

5

Tatsuyuki Okamoto

Director

6

Yasushi Nishimori

Director

7

Satoshi Ohya

Director

8

Naosumi Fujita

Director

9

Hidenori Yamamiya

Director

10

Takao Terayama

Director100%(12 out of 12
meetings)

Reappointment
External
Independent

11

Hideo Higuchi

Director

92%(11 out of 12
meetings)

Reappointment
External
Independent

Independent Director
pursuant to the rules of
Reappointment
External
Independent
the Tokyo Stock
Exchange(Note)
Mr. Hidenori Yamamiya’s attendance at meetings of the Board of Directors shows only the number of
meetings held on and after his appointment on May 24, 2018.
Candidate forreappointment as
Director

Candidate forappointment as
External Director

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No.

Name
(Date of birth)

Yukio Furuno(February 2, 1948)
Reappointment

1[Number of shares of theCompany held]
341,100[Term of office as Director]
32 years (at the conclusionof this Shareholder’sMeeting)[Attendance at meetings ofthe Board of Directors]
12 out of 12 meetings

Past experience, positions, responsibilities,
and significant concurrent positions
March 1987
Deputy General Manager, Administration Division, the Company
May 1987
Director and Deputy General Manager, Administration Division
March 1990
Director and General Manager, Administration Division
May 1990
Managing Director and General Manager, Administration Division
March 1997
Managing Director and Divisional General Manager, SI Division
May 1999
Senior Managing Director and General Manager, TOKYO Regional Head
OfficeMarch 2007
President (present)[Responsibilities at the Company]
General Manager, Security Assurance & Export Control Committee and Chief AEO(Authorized Economic Operator) Control Officer[Reason for nomination as candidate for Director]
Mr. Yukio Furuno has driven the management of the Group with leadership based on his
abundant experience and achievements as a manager, and contributed to the further
development of the Group. We propose his election as Director with an expectation that hewill continue contributing to the Company’s management.

March 2002

Muneyuki Koike(March 7, 1957)
Reappointment

2[Number of shares of theCompany held]
42,700[Term of office as Director]
14 years (at the conclusionof this Shareholder’sMeeting)[Attendance at meetings ofthe Board of Directors]
12 out of 12 meetings

General Manager, International Marketing Department, Marine
Electronic Products Division, the Company
May 2005
Director and General Manager, International Marketing Department,
Marine Electronic Products Division
March 2009
Director and Deputy Divisional General Manager, Marine Electronic
Products Division
May 2009
Managing Director and Deputy Divisional General Manager, Marine
Electronic Products Division
March 2012Managing Director and Divisional General Manager, Marine Electronic
Products Division
May 2016
Senior Managing Director and Divisional General Manager, Marine
Electronic Products Division (present)[Responsibilities at the Company]
Head of Marine Electronic Products[Reason for nomination as candidate for Director]
Mr. Muneyuki Koike has abundant experience as a manager as well as knowledge of all
aspects of operations in the marine business, and has contributed to the enhancement of theCompany’s corporate value as Director of the Company. We propose his election as Director
with an expectation that he will continue contributing to the Company’s management.

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No.

Name
(Date of birth)

Shinji Ishihara(January 30, 1961)
Reappointment

3[Number of shares of theCompany held]
25,800[Term of office as Director]
12 years (at the conclusionof this Shareholder’sMeeting)[Attendance at meetings ofthe Board of Directors]
12 out of 12 meetings

Kazuma Waimatsu(January 6, 1960)
Reappointment

4[Number of shares of theCompany held]
21,000[Term of office as Director]
10 years (at the conclusionof this Shareholder’sMeeting)[Attendance at meetings ofthe Board of Directors]
12 out of 12 meetings

Past experience, positions, responsibilities,
and significant concurrent positions
February 2006 General Manager, Research & Development Department, Marine
Electronic Products Division, the Company
May 2007
Director and General Manager, Research & Development Department,
Marine Electronic Products Division
May 2016
Managing Director and General Manager, Research & Development
Department, Marine Electronic Products Division
March 2018
Managing Director and Integration Chief Manager, Product Designing,
Development & Value-engineering Headoffice, Marine Electronic
Products Division (present)[Reason for nomination as candidate for Director]
Mr. Shinji Ishihara has abundant experience as a manager as well as knowledge of all
aspects of operations concerning development and technology, and has contributed to theenhancement of the Company’s corporate value as Director of the Company. We propose
his election as Director with an expectation that he will continue contributing to theCompany’s management.

September 2003 General Manager, Products Planning & Marketing Office, Marine
Electronic Products Division, the Company
March 2006
General Manager, Products Planning & Marketing Department, Marine
Electronic Products Division
May 2009
Director and General Manager, Products Planning & Marketing
Department, Marine Electronic Products Division
April 2012
Director; General Manager, Products Planning & Marketing Department,
Marine Electronic Products Division and General Manager, Satellite
Communication Business Department
March 2017
Director and General Manager, Products Planning & Marketing
Department, Marine Electronic Products Division (present)[Reason for nomination as candidate for Director]
Mr. Kazuma Waimatsu has leadership qualities based on abundant experience centered on
products planning and marketing departments as well as his wide-ranging knowledge, andhas contributed to the enhancement of the Company’s corporate value as Director of theCompany. We propose his election as Director with an expectation that he will continue
contributing to the Company’s management.

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No.

Name
(Date of birth)

Tatsuyuki Okamoto(January 26, 1960)
Reappointment

5[Number of shares of theCompany held]
14,600[Term of office as Director]
8 years (at the conclusion ofthis Shareholder’s Meeting)[Attendance at meetings ofthe Board of Directors]
12 out of 12 meetings

Past experience, positions, responsibilities,
and significant concurrent positions
June 2004
Executive Officer and Senior General Manager, Production Division,
NORITSU KOKI Co., Ltd.
June 2005
Director and CTO (Chief Technical Officer)
November 2008 Assistant to Factory General Manager, MIKI Factory, Marine Electronic
Products Division, the Company
December 2009 Deputy Divisional General Manager, System Products Division andGeneral Manager, Production Department, ITS Business Unit, System
Products DivisionDecember 2010 Divisional General Manager, System Products Division and General
Manager, Production Department, ITS Business Unit, System Products
Division
March 2011
Divisional General Manager, System Products Division
May 2011
Director and Divisional General Manager, System Products Division(present)[Responsibilities at the Company]
Head of System Products, and Avionics and Defense Electronics[Reason for nomination as candidate for Director]
Mr. Tatsuyuki Okamoto has abundant experience related to manufacturing as a manager inthe manufacturing industry as well as knowledge of all aspects of operations in the industrial
business, and has contributed to the enhancement of the Company’s corporate value as
Director of the Company. We propose his election as Director with an expectation that hewill continue contributing to the Company’s management.

March 2006

Yasushi Nishimori(November 1, 1958)
Reappointment

6[Number of shares of theCompany held]
11,500[Term of office as Director]
7 years (at the conclusion ofthis Shareholder’s Meeting)[Attendance at meetings ofthe Board of Directors]
12 out of 12 meetings

General Manager, Research Department, Research and Innovation
Center, the Company
March 2012
General Manager, Research and Innovation CenterMay 2012
Director and General Manager, Research and Innovation Center (present)[Responsibilities at the Company]
Head of Research and Innovation Center, R&D Planning & Management Center, andCompany-wide Technology[Reason for nomination as candidate for Director]
Mr. Yasushi Nishimori has leadership qualities based on abundant experience centered on
research and development departments as well as his wide-ranging knowledge, and has
contributed to the enhancement of the Company’s corporate value as Director of theCompany. We propose his election as Director with an expectation that he will continue
contributing to the Company’s management.

May 2007

Satoshi Ohya
(January 29, 1962)
Reappointment

7[Number of shares of theCompany held]
13,800[Term of office as Director]
7 years (at the conclusion ofthis Shareholder’s Meeting)[Attendance at meetings ofthe Board of Directors]
12 out of 12 meetings

General Manager, Personnel & General Affairs Department, theCompany
May 2012
Director and General Manager, Personnel & General Affairs Department(present)[Responsibilities at the Company]
Head of Personnel & General Affairs Department and Legal Office[Reason for nomination as candidate for Director]
Mr. Satoshi Ohya has leadership qualities based on abundant experience centered on
personnel and general affairs departments as well as his wide-ranging knowledge, and has
contributed to the enhancement of the Company’s corporate value as Director of theCompany. We propose his election as Director with an expectation that he will continue
contributing to the Company’s management.

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No.

Name
(Date of birth)

Naosumi Fujita(July 20, 1952)
Reappointment

8[Number of shares of theCompany held]
4,000[Term of office as Director]
3 years (at the conclusion ofthis Shareholder’s Meeting)[Attendance at meetings ofthe Board of Directors]
12 out of 12 meetings

Hidenori Yamamiya(October 29, 1963)
Reappointment

9[Number of shares of theCompany held]
700[Term of office as Director]
1 year (at the conclusion ofthis Shareholder’s Meeting)[Attendance at meetings ofthe Board of Directors]
10 out of 10 meetings

Past experience, positions, responsibilities,
and significant concurrent positions
November 1999 President, Panasonic AVC Networks Taiwan Co., Ltd.
February 2004 General Manager, Product Center, IT Products Business Division, AVC
Network Company, Matsushita Electric Industrial Co., Ltd. (currently
Panasonic Corporation)
April 2007
General Counselor Responsible for Avionics Business Unit, AVC
Network Company
July 2011
Counselor Responsible for Special Projects, Avionics Business Unit,
AVC Network Company
February 2012 Assistant to Factory General Manager, MIKI Factory, Marine
Electronic Products Division, the Company
September 2015 Factory General Manager, MIKI Factory, Marine Electronic Products
Division
May 2016
Director and Factory General Manager, MIKI Factory, Marine
Electronic Products Division
April 2018
Director; Factory General Manager, MIKI Factory, Marine Electronic
Products Division and General Manager, Production & FactoryManagement Department, MIKI Factory, Marine Electronic Products
Division
September 2018 Director and Factory General Manager, MIKI Factory, Marine
Electronic Products Division (present)[Reason for nomination as candidate for Director]
Mr. Naosumi Fujita has abundant experience related to manufacturing developed over many
years in the manufacturing industry as well as knowledge of all aspects of operations in
manufacturing departments, and has contributed to the enhancement of the Company’s
corporate value as Director of the Company. We propose his election as Director with an
expectation that he will continue contributing to the Company’s management.

February 2011 Branch Manager, Dojima Branch, Mizuho Bank, Ltd.
September 2015 General Manager, Administration Department, Avionics and Defense
Electronics Division, the Company
March 2018
General Manager Responsible for Management Planning & Intelligence
Department
May 2018
Director; General Manager, Management Planning & Intelligence
Department and Energy Management Control Officer (present)[Responsibilities at the Company]
Head of Quality Commanding & Supervisory Office, Management Planning & Intelligence
Department, Information Technology Department, Accounting & Financing Department, andEnvironment[Reason for nomination as candidate for Director]
Mr. Hidenori Yamamiya has expertise as someone who previously served at a financial
institution as well as knowledge of all aspects of operations, mainly in management planningand other administrative departments, and has contributed to the enhancement of theCompany’s corporate value as Director of the Company. We propose his election as Director
with an expectation that he will continue contributing to the Company’s management.

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No.

Name
(Date of birth)
Takao Terayama(October 22, 1946)
Reappointment
External
Independent

10[Number of shares of theCompany held]—[Term of office as External
Director]
4 years (at the conclusion ofthis Shareholder’s Meeting)[Attendance at meetings ofthe Board of Directors]
12 out of 12 meetings

Past experience, positions, responsibilities,
and significant concurrent positions
August 1991
General Manager, Machine Research Laboratory Department II,
Hitachi, Ltd.
June 1996
Deputy Head Engineer, Measuring Instruments Group
July 2002
Executive Consultant, iTiD Consulting, Ltd.
September 2005 Representative, Terayama Professional Engineer Office (present)
December 2005 Specially Appointed Professor (Part-time), Tokyo Institute ofTechnology, National University Corporation
April 2007
Specialist Supporting Research & Development, Organization for Small& Medium Enterprises and Regional Innovation, JAPANMay 2015
External Director, the Company (present)[Significant concurrent positions]Representative, Terayama Professional Engineer Office[Reason for nomination as candidate for External Director]
Although Mr. Takao Terayama has no experience of being directly engaged in corporate
management, he has provided appropriate advice and views, mainly from a specialist
viewpoint based on his qualification as a professional engineer (machinery) and his
advanced knowledge as a specialist in the area of machinery. We propose his election asExternal Director based on the judgment that he will contribute to strengthening thesupervisory function of the Board of Directors of the Company.

June 2004

Hideo Higuchi(March 5, 1950)
Reappointment
External
Independent
11[Number of shares of theCompany held]—[Term of office as External
Director]
3 years (at the conclusion ofthis Shareholder’s Meeting)[Attendance at meetings ofthe Board of Directors]
11 out of 12 meetings

Executive Officer and Senior General Manager, Operational Reform
HQ, OMRON Corporation
June 2007
Managing Executive Officer and Senior General Manager, Business
Process Innovation HQ
December 2008 Managing Executive Officer; Senior General Manager, Business
Process Innovation HQ and Senior General Manager, Corporate
Strategic Planning HQMarch 2009Managing Executive Officer and Senior General Manager, Corporate
Strategic Planning HQ
November 2011 Outside Director, SOLOEL Co., Ltd.
March 2012
Director
June 2012
Outside Audit & Supervisory Board Member, Toyo BusinessEngineering Corporation
May 2016
External Director, the Company (present)
June 2016
Outside Director, Toyo Business Engineering Corporation (present)[Significant concurrent positions]
Outside Director, Toyo Business Engineering Corporation[Reason for nomination as candidate for External Director]
Mr. Hideo Higuchi has provided appropriate advice and views, mainly from a manager’s
viewpoint based on his abundant experience as a corporate manager in the manufacturingindustry and an external officer as well as his advanced knowledge. We propose his election
as External Director based on the judgment that he will contribute to strengthening thesupervisory function of the Board of Directors of the Company.

(Notes) 1. There are no special conflict of interest between each candidate and the Company.
2. Mr. Takao Terayama and Mr. Hideo Higuchi are candidates for External Director. Furthermore, the Company has
designated Mr. Takao Terayama and Mr. Hideo Higuchi as Independent Directors as defined by the Tokyo Stock
Exchange, and if these candidates are reelected, the Company intends for them to continue acting as Independent
Directors.
3. The Company has entered into liability limitation agreements with Mr. Takao Terayama and Mr. Hideo Higuchi,
who are candidates for External Director, and the maximum amount of liability based on this agreement is theminimum amount of liability provided for in Article 425, Paragraph 1 of the Companies Act. If both candidates areelected, the Company intends to continue these agreements.

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Proposal 3:

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

In order to prepare for cases where there is a shortfall in the number of Audit & Supervisory Board
Members prescribed by laws and regulations, the election of one (1) Substitute Audit & Supervisory Board
Member is proposed.
Furthermore, the effectiveness of the election of this candidate may be canceled by a resolution of theBoard of Directors, with the consent of the Audit & Supervisory Board, provided it is before his
appointment.
The consent of the Audit & Supervisory Board has been obtained in regard to this Proposal.
The candidate for Substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)
Toshifumi Kurahashi(February 18, 1954)
External
Independent[Number of shares of theCompany held]—

Past experience, positions,and significant concurrent positions
September 1980 Registered as certified public accountant
September 1996 Employee, Asahi Audit Corp. (currently KPMG AZSA LLC)
August 2008
Representative Partner, Ernst & Young Shinnihon Tax
July 2010
Representative, Kurahashi General Accounting Office (present)
September 2010 Representative Director, The Strategic M&A Institute Co., Ltd. (present)
February 2013
Audit & Supervisory Board Member, Hayashi Pure Chemical Ind., Ltd. (present)[Significant concurrent positions]Representative, Kurahashi General Accounting Office; Representative Director, The Strategic M&A
Institute Co., Ltd.; and Audit & Supervisory Board Member, Hayashi Pure Chemical Ind., Ltd.
[Reason for nomination as candidate for Substitute External Audit & Supervisory Board Member]
Mr. Toshifumi Kurahashi has advanced knowledge as a certified public accountant. Therefore, we
propose his election as Substitute External Audit & Supervisory Board Member based on the
judgment that he will sufficiently fulfill his role as Audit & Supervisory Board Member.

(Notes) 1. There are no special conflict of interest between the candidate and the Company.
2. Mr. Toshifumi Kurahashi is a candidate for Substitute External Audit & Supervisory Board Member. Furthermore,
if Mr. Toshifumi Kurahashi is appointed External Audit & Supervisory Board Member, the Company intends todesignate him as an Independent Auditor as defined by the Tokyo Stock Exchange.
3. If Mr. Toshifumi Kurahashi, who is a candidate for Substitute External Audit & Supervisory Board Member, isappointed External Audit & Supervisory Board Member, the Company intends to enter into a liability limitationagreement with him to limit his liability to the minimum amount provided for in Article 425, Paragraph 1 of theCompanies Act.

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