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 12, 2021
To Shareholders with Voting Rights:
Yukio Furuno
President and CEO
FURUNO ELECTRIC CO., LTD.
9-52 Ashihara-cho, Nishinomiya City,
Hyogo, JapanNOTICE OF
THE 70th ANNUAL SHAREHOLDERS’ MEETING
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby announce that the 70th Annual Shareholders’ Meeting of FURUNO ELECTRIC CO., LTD.
(hereinafter the “Company”) will be held for the purposes as described below.
To prevent the spread of novel coronavirus infection, you are kindly asked to exercise your voting rights by
mail or via the Internet wherever possible. 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 26,
2021, Japan time.
1. Date and Time:Thursday, May 27, 2021 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
70th Fiscal Year (March 1, 2020 to February 28, 2021) 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 70th Fiscal Year
(March 1, 2020 to February 28, 2021)
Proposals to be resolved:
Distribution of Surplus
Proposal 1:
Election of Six (6) 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.

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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 40 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
30 yen per common share of the Company, for a total of 945,716,940 yen(3) Date on which the distribution of surplus comes into effectMay 28, 2021

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Proposal 2:

Election of Six (6) Directors

The terms of office of all ten (10) Directors will expire at the conclusion of this Shareholders’ Meeting.
Accordingly, the election of six (6) Directors is proposed, decreasing the number of Directors by four (4) toenable swift decision-making.
The candidates for Director are as follows:

Position

Responsibilities

Attendanceat meetingsof the Boardof Directors

Yukio Furuno

President andCEO

General Manager, Security
Assurance & Export Control
Committee
Chief AEO (Authorized Economic
Operator) Control Officer

100%(12 out of 12
meetings)

Reappointment

Muneyuki Koike

Executive Vice
President,
Executive
Officer and
CMO

Head of Potential Growth Business100%(12 out of 12
meetings)

Reappointment100%(12 out of 12
meetings)

Reappointment100%(12 out of 12
meetings)

Reappointment

Reappointment
External
Independent
Reappointment
External
Independent

No.

1

2

3

4

Name

Shinji Ishihara

Director,
Managing
Executive
Officer and
CTO

Hidenori Yamamiya

Director,
Managing
Executive
Officer and
CFO

Head of Research & Development,
Production and Quality,
Environment, Quality
Commanding & Supervisory
Office, and R&D Planning &Management Center
Energy Management Control
Officer
Head of Management Planning &Intelligence Department,
Information Technology
Department, Legal Office,Accounting & Financing
Department, and Procurement &Logistics
General Manager, Management
Planning & Intelligence
Department

5

Hideo Higuchi

Director100%(12 out of 12
meetings)

6

Shingo Kagawa

Director100%(10 out of 10
meetings)

Candidate
attributes(Notes) 1. CEO, CMO, CTO, and CFO stand for Chief Executive Officer, Chief Marketing Officer, Chief Technology Officer,
and Chief Financial Officer, respectively.
2. As Mr. Shingo Kagawa was appointed Director at the 69th Annual Shareholders’ Meeting of the Company held on
May 28, 2020, his number of attendance at the meetings of the Board of Directors differs from those of othercandidates for Directors.

Reappointment

Candidate forreappointment
as Director

External

Candidate forappointment as
External
Director

Independent-4-

Independent Director
pursuant to the rulesof the Tokyo Stock
Exchange

No.

Name
(Date of birth)

Yukio Furuno(February 2, 1948)
Reappointment

1[Number of shares of theCompany held]
317,400[Term of office as Director]
34 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
March 2021
President and CEO (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]
48,300[Term of office as Director]
16 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
March 2021
Executive Vice President, Executive Officer and CMO (present)[Responsibilities at the Company]
Head of Potential Growth Business[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 concerning sales and marketing, and has contributed to theenhancement of the Company’s corporate value as Director of the Company. We propose hiselection 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]
31,100[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

Hidenori Yamamiya(October 29, 1963)
Reappointment

4[Number of shares of theCompany held]
6,440[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

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 Head office, Marine Electronic
Products Division
March 2021
Director, Managing Executive Officer and CTO; Energy Management
Control Officer (present)[Responsibilities at the Company]
Head of Research & Development, Production and Quality, Environment, Quality
Commanding & Supervisory Office, and R&D Planning & Management Center[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.

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
March 2021
Director, Managing Executive Officer and CFO; General Manager,
Management Planning & Intelligence Department (present)[Responsibilities at the Company]
Head of Management Planning & Intelligence Department, Information Technology
Department, Legal Office, Accounting & Financing Department, and Procurement &Logistics[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
planning and other administrative 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.

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No.

Name
(Date of birth)

Hideo Higuchi(March 5, 1950)
Reappointment
External
Independent
5[Number of shares of theCompany held]—[Term of office as External
Director]
5 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, 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 (currently Business Engineering Corporation)
May 2016
External Director, the Company (present)
June 2016
Outside Director, Toyo Business Engineering Corporation (currently
Business Engineering Corporation) (present)[Significant concurrent positions]
Outside Director, Business Engineering Corporation[Reason for nomination as candidate for External Director and outline of expected role]
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 judge that he willcontribute to strengthening the supervisory function of the Board of Directors of theCompany. In addition, we expect that he will play appropriate roles as a member of theNomination and Compensation Advisory Committee, a voluntary committee, including
supervising through involvement in nomination of the management personnel anddetermination on the management compensation. Therefore, we propose his election asExternal Director.

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No.

Name
(Date of birth)

Shingo Kagawa(March 8, 1958)
Reappointment
External
Independent
6[Number of shares of theCompany held]—[Term of office as External
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
April 2012
Corporate Executive Officer; Group President, Network Service
Business Unit; Head of Image Internet Service Business Division,
FUJITSU LIMITED
June 2012
Corporate Executive Officer; Group President, Outsourcing Business
Unit; Head of Image Internet Service Business Division
April 2015
Corporate Executive Officer; Vice President, Integration Services
Business; Group President, Network Service Business Unit
April 2016
Corporate Executive Officer; Chief Technology Officer; Head of
Digital Services Business
April 2018
President and Representative Director, FUJITSU RESEARCHINSTITUTE
April 2020
Special Adviser, APAMAN Co., Ltd.
May 2020
External Director, the Company (present)
October 2020
President and Representative Director, DigiIT Corporation (currently
SS Technologies Corporation) (present)
October 2020
Representative Director, Foresight Consulting Ltd. (present)[Significant concurrent positions]
President and Representative Director, SS Technologies Corporation; Representative
Director, Foresight Consulting Ltd.
[Reason for nomination as candidate for External Director and outline of expected role]
Mr. Shingo Kagawa has provided appropriate advice and views, mainly from a manager’s
viewpoint based on his abundant experience and advanced knowledge as a corporate
manager of an ICT (information and communication technology) company. We judge that
he will contribute to strengthening the supervisory function of the Board of Directors of theCompany. In addition, we expect that he will play appropriate roles as a member of theNomination and Compensation Advisory Committee, a voluntary committee, including
supervising through involvement in nomination of the management personnel anddetermination on the management compensation. Therefore, we propose his election asExternal Director.

(Notes) 1. There are no special conflict of interest between each candidate and the Company.
2. Mr. Hideo Higuchi and Mr. Shingo Kagawa are candidates for External Director. Furthermore, the Company has
designated Mr. Hideo Higuchi and Mr. Shingo Kagawa as Independent Directors as defined by the Tokyo Stock
Exchange, and if the candidates are reelected, the Company intends for them to continue acting as Independent
Director.
3. The Company has entered into a liability limitation agreement with Mr. Hideo Higuchi and Mr. Shingo Kagawa,
who are candidates for External Director, respectively, and the maximum amount of liability based on theagreement is the minimum amount of liability provided for in Article 425, Paragraph 1 of the Companies Act. If
the candidates are elected, the Company intends to continue the agreements.
4. All officers of the Company are planned to enter into an indemnity agreement with the Company as stipulated in
Article 430-2, Paragraph 1 of the Companies Act, and the Company shall indemnify them for the costs and thelosses provided for in Item 1 and Item 2, respectively, of the said Paragraph to the extent prescribed by laws andregulations.
5. The Company has entered into a Directors and Officers Liability Insurance (D&O Insurance) contract naming all
Directors as the insured to enable them to fully demonstrate their expected roles in the execution of their duties, aswell as to attract competent personnel. If this proposal is approved as originally proposed and each candidate isappointed Director, they will be the insured under the said insurance contract. The said insurance contract covers
damages that may be incurred as a result of the responsibilities assumed by the officers, etc., the insured, in theexecution of their duties, or any liability claims made against them in connection with those responsibilities.
However, there are certain exemptions such as in the case where the damages are caused by an action taken withthe knowledge that it is a violation of laws and regulations and are not covered by the insurance. (The Company
fully pays the insurance premium, including that of riders, and the insured do not bear the actual cost of thepremium.) The Company plans to renew the insurance contract on September 1, 2021 during the term of office ofeach candidate.

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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.
[Significant concurrent positions]Representative, Kurahashi General Accounting Office; Representative Director, The Strategic M&A
Institute Co., 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.
4. If Mr. Toshifumi Kurahashi is appointed External Audit & Supervisory Board Member, the Company intends toenter into an indemnity agreement with him as stipulated in Article 430-2, Paragraph 1 of the Companies Act, andthe Company shall indemnify him for the costs and the losses provided for in Item 1 and Item 2, respectively, ofthe said Paragraph to the extent prescribed by laws and regulations.
5. The Company has entered into a Directors and Officers Liability Insurance (D&O Insurance) contract naming all
Audit & Supervisory Board Members as the insured to enable them to fully demonstrate their expected roles in theexecution of their duties, as well as to attract competent personnel. The said insurance contract covers damages
that may be incurred as a result of the responsibilities assumed by the officers, etc., the insured, in the execution of
their duties, or any liability claims made against them in connection with those responsibilities.
However, there are certain exemptions such as in the case where the damages are caused by an action taken withthe knowledge that it is a violation of laws and regulations and are not covered by the insurance. (The Company
fully pays the insurance premium, including that of riders, and the insured do not bear the actual cost of thepremium.) If Mr. Toshifumi Kurahashi is elected and he assumes the office of External Audit & Supervisory Board
Member during his term of office due to a shortfall in the number of Audit & Supervisory Board Membersprescribed by laws and regulations, he will be included in the insured under the said insurance contract.

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