This document has been translated from the Japanese original for the convenience of non-Japanese shareholders. In the event ofany discrepancy between this translation and the Japanese original, the original shall prevail.

Securities identification code: 7296
June 2, 2016
Toshimichi Matsuda
President and Representative Director

F.C.C. CO., LTD.
7000-36 Nakagawa,
Hosoe-cho, Kita-ku, Hamamatsu-shi, Shizuoka

To our shareholders:

NOTICE OF THE 86TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 86th Ordinary General Meeting of Shareholders of F.C.C. CO.,LTD. (the “Company”), which will be held as described below.
If you are unable to attend the meeting in person, you may exercise your voting rights by postal mail.
Please indicate your approval or disapproval of the proposals on the enclosed voting form after reviewing
the attached Reference Documents for the General Meeting of Shareholders, and return it by postal mailto reach us no later than Tuesday, June 21, 2016 at 4:40 p.m. (Japan Standard Time).

Meeting Details
1.

Date and time:

Wednesday, June 22, 2016 at 10:00 a.m. (Japan Standard Time)

2.

Venue:

Okura Act City Hotel Hamamatsu“Heian” on the 4th floor
111-2 Itaya-machi, Naka-ku, Hamamatsu-shi, Shizuoka

3.

Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 86th Term (from April 1,2015 to March 31, 2016), as well as the results of audit of the Consolidated Financial
Statements by the Accounting Auditor and the Audit & Supervisory Board.
2. Non-Consolidated Financial Statements for the 86th Term (from April 1, 2015 to March 31,
2016)
Items to be resolved:
Proposal 1:
Appropriation of surplus
Proposal 2:
Partial amendments to the Articles of Incorporation
Proposal 3:
Election of eight (8) Directors (excluding Directors who are Audit andSupervisory Committee Members)
Proposal 4:
Election of five (5) Directors who are Audit and Supervisory Committee
Members
Proposal 5:
Proposal 6:
Proposal 7:

Election of one (1) substitute Director who is an Audit and Supervisory
Committee Member
Determination of remuneration of Directors (excluding Directors who are
Audit and Supervisory Committee Members)
Determination of remuneration of Directors who are Audit and Supervisory
Committee Members

1Reference Documents for the General Meeting of Shareholders
Proposals and Reference Matters

Proposal 1:

Appropriation of surplus

The Company positions the return of profits to shareholders as one of its most importantmanagement issues, and its basic policy is to maintain stable dividends, comprehensively taking into
account factors including consolidated earnings and dividend payout, and working to raise corporate
value by maintaining and strengthening competitiveness, as well as carrying out capital expenditureand research & development necessary for future growth.
The Company proposes the appropriation of surplus for the fiscal year under review as follows.
1. Matters related to year-end dividends(1) Type of dividend property
Cash(2) Allocation of dividend property and total amount thereof
20 yen per common share of the Company
Total amount of dividends: 1,003,766,120 yen
Including the interim dividend, the total amount of dividends for the fiscal year underreview is 40 yen per share.
(3) Effective date of distribution of dividends of surplus
June 23, 2016
2. Matters related to other appropriations of surplus(1) Item of surplus to be increased and amount of increase thereof
General reserve: 2,000,000,000 yen(2) Item of surplus to be decreased and amount of decrease thereof
Retained earnings brought forward: 2,000,000,000 yen

2Supplementary explanations for Proposal 2 through Proposal 7 (on the transition to a
Company with an Audit and Supervisory Committee)
At a Meeting of the Board of Directors held on December 22, 2015, the Company resolved totransition to a Company with an Audit and Supervisory Committee. The reasons that led to the
choice to make the transition were as follows.
Strengthening the oversight function
At a Company with an Audit and Supervisory Committee, there is no Audit & Supervisory Board
or Audit & Supervisory Board Member; there is an Audit and Supervisory Committee that has amajority of Outside Directors. The Company seeks to strengthen the oversight function of the Boardof Directors by granting voting rights on the Board of Directors to Directors who are Audit andSupervisory Committee Members.
Improving the transparency and soundness of management
By increasing the number of Outside Directors from one (1) to three (3), management will reflect
opinions that take into account the viewpoints of shareholders and other stakeholders from an
independent standpoint.
Accelerating decision-making
The provisions of the Articles of Incorporation allow for the delegation of decision-making
authority for the execution of major business operations, in whole or in part, to Directors and otherpersons. The Company seeks to enhance deliberation and accelerate decision-making by narrowing
the agenda of the Board of Directors to items of major importance.
Regarding Proposal 2 through Proposal 7
In order to transition to a Company with an Audit and Supervisory Committee, the Articles ofIncorporation must specify the establishment of an Audit and Supervisory Committee and have othernecessary changes made as well. Proposal 2 proposes these changes.
There must be a distinction between Directors who are Audit and Supervisory Committee
Members and those that are not Audit and Supervisory Committee Members in their election, andProposal 3 and Proposal 4 make proposals for each of these.
Proposal 5 is a proposal to provide against a case where there would be a shortfall in the number
of Directors who are Audit and Supervisory Committee Members stipulated by laws and regulations.
There must be a distinction between Directors who are Audit and Supervisory Committee
Members and those that are not Audit and Supervisory Committee Members in determining amountsof Director remuneration and such, and Proposal 6 and Proposal 7 make proposals for each of these.

3

Proposal 2:

Partial amendments to the Articles of Incorporation

1. Reason for proposal
Along with the transition to a Company with an Audit and Supervisory Committee, the Company
is making changes to the Articles of Incorporation, including establishing new provisions related
to the Audit and Supervisory Committee and Audit and Supervisory Committee Members
necessary for the transition, as well as deleting provisions related to the Audit & Supervisory
Board and Audit & Supervisory Board Member.
This proposal is to take effect as of the conclusion of this meeting.
2. Details of the amendments
The details of the amendments are as follows:(Amended parts are underlined)
Proposed amendments

Current Articles of Incorporation(Organs)
Article 4
The Company, in addition to a General
Meeting of Shareholders and Directors,
shall have the following:(1) Board of Directors(2) Audit & Supervisory Board
Member(3) Audit & Supervisory Board(4) Accounting Auditor(Organs)
Article 4
The Company, in addition to a General
Meeting of Shareholders and Directors,
shall have the following:(1) Board of Directors(2) Audit and Supervisory
Committee(Deleted)(3) Accounting Auditor(Number of people)
Article 19
The Company shall have no more than
15 Directors.
(Newly established)(Number of people)
Article 19
1 The Company shall have no morethan 20 Directors.
2 Of the Directors in the previous
paragraph, no more than 5 shall be
Directors who are Audit and Supervisory
Committee Members.

(Election method)
Article 20
1 Directors shall be elected byresolution of the General Meeting of
Shareholders.

(Election method)
Article 20
1 Directors who are Audit andSupervisory Committee Members shallbe distinguished from those that are not
Audit and Supervisory Committee
Members, and elected by resolution of
the General Meeting of Shareholders.
2(Unchanged)

2(Omitted)4Current Articles of Incorporation3

Proposed amendments(Omitted)3(Term of office)
Article 21
The term of office of Directors shallextend to the end of the Ordinary
General Meeting of Shareholders for thelast fiscal year ending within one year
after election.

(Unchanged)(Term of office)
Article 21
1 The term of office of Directors(excluding Directors who are Audit andSupervisory Committee Members) shallextend to the end of the Ordinary
General Meeting of Shareholders for thelast fiscal year ending within one year
after election
2 The term of office of Directors who
are Audit and Supervisory Committee
Members shall extend to the end of theOrdinary General Meeting of
Shareholders for the last fiscal year
ending within two years after election.
3 The term of office of Directors who
are Audit and Supervisory Committee
Members elected as substitutes for
Directors who are Audit and Supervisory
Committee Members retiring before theend of their term of office shall extend to
the end of the term of office of theretiring Directors who are Audit andSupervisory Committee Members.

(Newly established)(Newly established)(Representative Directors and Directors
with Specific Titles)
Article 22
1 The Board of Directors shall selectRepresentative Directors via resolution.

(Omitted)(Representative Directors and Directors
with Specific Titles)
Article 22
1 The Board of Directors shall selectRepresentative Directors via resolution
from among the Directors (excluding
Directors who are Audit and Supervisory
Committee Members).
2(Unchanged)(Board of Directors convocation notices)
Article 24
1 Board of Directors convocation
notices shall be sent to each Director and
Audit & Supervisory Board Member no(Board of Directors convocation notices)
Article 24
1 Board of Directors convocation
notices shall be sent to each Director no
fewer than three days before meetings.

2

5

Current Articles of Incorporation

Proposed amendments

fewer than three days before meetings.
However, this period can be shortened incase of an emergency.
2 If all Directors and Audit &Supervisory Board Member agree,
meetings of the Board of Director can beheld without going through a
convocation procedure.

However, this period can be shortened incase of an emergency.
2 If all Directors agree, meetings of theBoard of Director can be held without
going through a convocation procedure.

(Newly established)(Delegation of decisions on importantbusiness operations)
Article 25
The Company may, pursuant to Article
399, Paragraph 13-6 of the Companies
Act, via resolution of the Board of
Directors, delegate all or part ofdecisions on important business
operations (except for matters set forth in
Article 399, Paragraph 5) to Directors.

Article 25 to Article 26 (Omitted)

Article 26 to Article 27 (Unchanged)(Remuneration and such)
Article 27
Director remuneration, bonuses, andother material benefits received from theCompany as consideration for
performance of duties, (hereinafterreferred to as “Remuneration and such”)
shall be determined by resolution of theGeneral Meeting of Shareholders.

(Remuneration and such)
Article 28
For Director remuneration, bonuses, andother material benefits received from theCompany as consideration for
performance of duties, Directors who
are Audit and Supervisory Committee
Members shall be distinguished fromthose that are not Audit and Supervisory
Committee Members, and shall be
determined by resolution of the General
Meeting of Shareholders.

Article 28

Article 29(Omitted)

Chapter 5 Audit & Supervisory Board
Member and Audit & Supervisory Board(Unchanged)

Chapter 5 Audit and Supervisory
Committee(Newly established)(Audit and Supervisory Committee
convocation notices)6

Current Articles of Incorporation

Proposed amendments
Article 30
1 Audit and Supervisory Committee
convocation notices shall be sent to each
Audit and Supervisory Committee
Member no fewer than three days before
Committee meetings. However, thisperiod can be shortened in case of an
emergency.
2 If all Audit and Supervisory
Committee Members agree, Committee
meetings can be held without going
through a convocation procedure.

(Newly established)(Audit and Supervisory Committee
provisions)
Article 31
Matters related to the Audit andSupervisory Committee, in addition tolaws and regulations, as well as these
Articles of Incorporation, shall be
conducted in accordance with Audit andSupervisory Committee provisions
established by the Audit and Supervisory
Committee.

(Number of people)
Article 29
The Company shall have no more thanfour (4) Audit & Supervisory Board
Member.

(Deleted)(Election method)
Article 30
1 Audit & Supervisory Board Member
shall be elected by resolution of theGeneral Meeting of Shareholders.
2 Elections of Audit & Supervisory
Board Member shall be by majority
decision, with more than one-third (1/3)
attendance of shareholders with voting
rights.

(Deleted)

7

Current Articles of Incorporation

Proposed amendments(Term of office)
Article 31
1 The term of office of Audit &Supervisory Board Member shall extend
to the end of the Ordinary General
Meeting of Shareholders for the last
fiscal year ending within four years after
election.
2 The term of office of Audit &Supervisory Board Member elected as
substitutes for Audit & Supervisory
Board Member retiring before the end of
their term of office shall extend to theend of the term of office of the retiring
Audit & Supervisory Board Member.

(Deleted)(Full-time Audit & Supervisory Board
Member)
Article 32
The Audit & Supervisory Board shallselect full-time Audit & Supervisory
Board Member via resolution.

(Deleted)(Audit & Supervisory Board
convocation notices)
Article 33
1 Audit & Supervisory Board
convocation notices shall be sent to each
Audit & Supervisory Board Member nofewer than three days before Board
meetings. However, this period can beshortened in case of an emergency.
2 If all Audit & Supervisory Board
Member agree, Audit & Supervisory
Board meetings can be held without
going through a convocation procedure.

(Deleted)(Audit & Supervisory Board provisions)
Article 34
Matters related to the Audit &Supervisory Board, in addition to laws
and regulations, as well as these Articles(Deleted)8

Current Articles of Incorporation

Proposed amendmentsof Incorporation, shall be conducted inaccordance with Audit & Supervisory
Board provisions established by the
Audit & Supervisory Board.
(Remuneration and such)
Article 35
Remuneration and such of Audit &Supervisory Board Member shall beestablished by resolution of the General
Meeting of Shareholders.

(Deleted)(Exemption of liability of Audit &Supervisory Board Member)
Article 36
1 The Company may, pursuant to
Article 426, Paragraph 1 of theCompanies Act, via resolution of theBoard of Directors, exempt Audit &Supervisory Board Member (including
former Audit & Supervisory Board
Member) from liability for damages in
Article 423, Paragraph 1 of theCompanies Act, within the limit of laws
and regulations.
2 The Company may, pursuant to
Article 427, Paragraph 1 of theCompanies Act, enter into an agreementwith Audit & Supervisory Board
Member to limit the liability for damages
in Article 423, Paragraph 1 of theCompanies Act. However, the limit toliability based on this agreement shall be
the minimum liability stipulated by laws
and regulations.

(Deleted)

Article 37 to Article 40 (Omitted)

Article 32 to Article 35 (Unchanged)(Newly established)(Newly established)

Supplementary Provisions(Transitional measures concerning
exemption of liability of Audit &Supervisory Board Member)

9Current Articles of Incorporation

Proposed amendments
Article 1
The Company may, pursuant to Article
426, Paragraph 1 of the Companies Act,
via resolution of the Board of Directors,
exempt Audit & Supervisory Board
Member (including former Audit &Supervisory Board Member) fromliability for damages within the limit oflaws and regulations for neglecting theirduties before the partial amendments to
the Articles of Incorporation made at the86th Ordinary General Meeting of
Shareholders take effect.
2 The Company shall, pursuant to
Article 427, Paragraph 1 of theCompanies Act, follow previous
examples to sign agreements to limit theliability for damages of Audit &Supervisory Board Member (including
former Audit & Supervisory Board
Member) for neglecting their duties
before the partial amendments to the
Articles of Incorporation made at the86th Ordinary General Meeting of
Shareholders take effect.

10

Proposal 3:

Election of Eight (8) Directors (excluding Directors who are Audit andSupervisory Committee Members)

If Proposal 2, Partial amendments to the Articles of Incorporation, is approved as proposed, theCompany shall transition to a Company with an Audit and Supervisory Committee. In addition, theterms of office of all nine (9) Directors expire at the conclusion of this meeting. In line with this, theCompany requests the election of eight (8) Directors (excluding Directors who are Audit andSupervisory Committee Members).
Proposal 3 shall come into effect on the condition that Proposal 2 takes effect.
The candidates for Director (excluding Directors who are Audit and Supervisory Committee
Members) are as follows.
No.

Name

Position1

Toshimichi Matsuda

Representative

Responsibilities and significant concurrent positions outside theCompany

President and[For reelection]

Director
2

Yoshitaka Saito

Managing Director

3

Kazuhiro Itonaga

Managing Director

Head of Purchasing, Head of business operation in China and Risk
Management Officer of the Company
Head of business operation of automobiles business of the Company[For reelection][For reelection]

Head of business operation of motorcycles business, Head of
4

Kazuto Suzuki

Director

Production of Motorcycle Components, Head of business operation in
ASEAN and Head of business operation in South America of the[For reelection]

Company
5

Ryujiro Matsumoto

Director

6

Atsuhiro Mukoyama

Director

7

Satoshi Nakaya

Director

Head of Management and Administration, Compliance Officer andChief Information Officer of the Company
Head of Production Engineering and Head of Environment and Safetyof the Company[For reelection][For reelection]

Head of business operation in North America of the Company
President and Director of FCC (North America), INC. President and[For reelection]

Director of FCC (INDIANA), LLC.
8

Kenichi Inoue

Director

Head of production in North America of the Company[For reelection] indicates candidates for reelection as Directors.

11[For reelection]

No.

Name (Date of birth)

Career summary, position and responsibilities(significant concurrent positions outside the Company)

Mar. 1975
Apr. 1996
Jun. 2001
Jun. 2005
Jun. 2006
Apr. 20071

Toshimichi Matsuda(December 9, 1952)[For reelection]

Jun. 2008

Jun. 2010

Jun. 2011
Jun. 2012
Apr. 2013
Jun. 2013
Feb. 2009
Jan. 2011

Jun. 2011
Apr. 20122

Yoshitaka Saito(November 29, 1973)[For reelection]

Jun. 2012
Apr. 2013

Apr. 2014

Number oftheCompany’s
sharesowned

Joined the Company
President and Director of FCC (EUROPE) LTD.
Director and General Manager of Sales Divisionof the Company
Director, in charge of Sales and Purchasing of
the Company
Director, in charge of Sales and Purchasing and
Risk Management Officer of the Company
Director, Head of Sales and Purchasing, Head of
business operation in China and Risk
Management Officer of the Company
Managing Director, Head of Sales andPurchasing and Head of business operation in
China of the Company
Managing Director, Head of Sales andPurchasing and Compliance Officer of theCompany
Managing Director, Head of Sales andCompliance Officer of the Company
Senior Managing Director, Head of Sales andCompliance officer of the Company
Senior Managing Director of the Company
President and Representative Director of theCompany (incumbent)

9,000

Joined the Company
President and Director of FCC (INDIANA)
Mfg., LLC. (currently FCC (INDIANA), LLC.)
and President and Director of FCC (INDIANA),
INC. (currently FCC (INDIANA), LLC.)
Director of the Company
Director and Head of business operation in North
America of the Company President and Directorof FCC (North America), INC.
Managing Director and Head of business
operation in North America of the Company
Managing Director and Head of business
operation of motorcycles business of theCompany
Managing Director, Head of Purchasing, Head of
business operation in China and Risk
Management Officer of the Company(incumbent)

9,500

12

No.

Name (Date of birth)

Career summary, position and responsibilities(significant concurrent positions outside the Company)

Mar. 1982
Apr. 2009
Jun. 2009
Jun. 2010

3

Kazuhiro Itonaga(March 11, 1960)[For reelection]

Jun. 2013

Apr. 2015

Apr. 2016

Joined the Company
General Manager of R&D Division of theCompany
Director and General Manager of R&D Divisionof the Company
Director, Head of Research and Development
and General Manager of R&D Division of theCompany
Managing Director, Head of Research andDevelopment and General Manager of R&D
Division of the Company
Managing Director, Head of business operationof automobiles business and Head of Researchand Development of Automobile Components of
the Company
Managing Director, Head of business operationof automobiles business of the Company(incumbent)

13

Number oftheCompany’s
shares
owned

1,300

No.

Name (Date of birth)

Career summary, position and responsibilities(significant concurrent positions outside the Company)

Apr. 1984
Apr. 2009
Jun. 2010

Jun. 2011

Jan. 2012

Apr. 2012

4

Kazuto Suzuki(May 27, 1961)[For reelection]

Jun. 2012

Apr. 2013

Apr. 2014

Apr. 2016

Joined the Company
General Manager of Corporate Planning Officeof the Company
Director, Head of business operation in China
and South America and General Manager ofCorporate Planning Office of the Company
Director, Head of business operation in China
and South America, General Manager ofCorporate Planning Office and Risk Management
Officer of the Company
Director, Head of business operation in China
and South America and Risk Management
Officer of the Company
Director, Head of Production Engineering, Headof business operation in China and SouthAmerica and Risk Management Officer of theCompany
Director, Head of Production of Motorcycle
Components, Head of Production Engineeringand Head of business operation in China andSouth America of the Company
Director, Head of business operation of
motorcycles business in Japan, Head of business
operation in China and South America and Risk
Management Officer of the Company
Director, Head of business operation of
motorcycles business, Head of business
operation in ASEAN and India and Head of
business operation in South America of theCompany
Director, Head of business operation of
motorcycles business, Head of Production ofMotorcycle Components, Head of business
operation in ASEAN and Head of business
operation in South America of the Company(incumbent)

14

Number oftheCompany’s
shares
owned

2,300

No.

Name (Date of birth)

Career summary, position and responsibilities(significant concurrent positions outside the Company)

Jul. 2005
Jan. 2011
Jun. 20115

Ryujiro Matsumoto(June 4, 1962)[For reelection]

Jun. 2012
Apr. 2013

Jun. 2013

Apr. 1984
Jan. 2011
Apr. 2012
6

Atsuhiro Mukoyama(July 31, 1963)[For reelection]

Jun. 2012
Apr. 2013
Apr. 2015

Apr. 1986
Jan. 2012
Jun. 2012
7

Satoshi Nakaya(March 17, 1964)[For reelection]
Apr. 2013

Number oftheCompany’s
sharesowned

Joined the Company
General Manager of FCC (THAILAND) CO.,LTD.
Director, Head of Production of Motorcycle
Components and Head of business operation in
Asia of the Company
Director and Head of business operation in Asiaof the Company
Director, Head of Management andAdministration, General Manager of Corporate
Planning Office, Compliance Officer and Chief
Information Officer of the Company
Director, Head of Management andAdministration, Compliance Officer and Chief
Information Officer of the Company (incumbent)

1,000

Joined the Company
Factory Manager of Ryuyo Factory and FactoryManager of Tenryu Factory of the Company
Head of Production of Automobile Componentsof the Company
Director and Head of Production of Automobile
Components of the Company
Director and Head of business operation of
automobiles business of the Company
Director, Head of Production Engineering andHead of Environment and Safety of theCompany (incumbent)

1,400

Joined the Company
General Manager of Corporate Planning Officeof the Company
Director, Head of Management andAdministration, General Manager of Corporate
Planning Office, Risk Management Officer andChief Information Officer of the Company
Director, Head of business operation in North
America of the Company, President and Directorof FCC (North America), INC. President andDirector of FCC (INDIANA), LLC. (incumbent)

4,100

15

No.

Name (Date of birth)

Career summary, position and responsibilities(significant concurrent positions outside the Company)

Apr. 1978
Apr. 2011
Apr. 20138

Kenichi Inoue(May 3, 1957)[For reelection]

Jun. 2013
Apr. 2014

Apr. 2015

Joined Honda Motor Co., Ltd.
Senior Vice President of Honda Manufacturingof Alabama, LLC
Joined the Company, Assistant to President andHead of Production Engineering of the Company
Director and Head of Production Engineering of
the Company
Director, Head of Production Engineering andHead of Environment and Safety of theCompany
Director and Head of production in North
America of the Company (incumbent)

Note:
There is no special interest between the candidates and the Company.

16

Number oftheCompany’s
shares
owned

1,000

Proposal 4:

Election of five (5) Directors who are Audit and Supervisory Committee
Members

If Proposal 2, Partial amendments to the Articles of Incorporation, is approved as proposed, theCompany shall transition to a Company with an Audit and Supervisory Committee. In line with this,the Company requests the election of five (5) Directors who are Audit and Supervisory Committee
Members.
Proposal 4 shall come into effect on the condition that Proposal 2 takes effect.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows.
No.

Name

Responsibilities and significant concurrent positions outside thePosition

Company

Audit & Supervisory1

Hiromichi Suzuki

Board Member (full[New candidate]

time)
Audit & Supervisory2

Katsuyoshi Fukatsu

Board Member (full[New candidate]

time)

3

Yoshinori Tsuji

4

Masahide Sato5

Kazumoto Sugiyama

Audit & Supervisory
Board Member

Audit & Supervisory
Board Member

Director[New candidate][Outside][Independent]

Attorney of Yoshinori Tsuji Law Office[New candidate][Outside][Independent]

Certified Public Accountant of Masahide Sato Accounting Firm
Director of CRESTEC Inc.

[New candidate][Outside][Independent]

Attorney of Sugiyama Law Office
Audit & Supervisory Board Member of CRESTEC Inc.

[New election] indicates new candidates for Directors.
[Outside] indicates candidates for Outside Directors.
[Independent] indicates candidates for Independent Directors as stipulated by the Tokyo Stock Exchange.

No.

Name (Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)

Mar. 1978
Dec. 2004
Jun. 2006

1

Hiromichi Suzuki(September 20, 1952)[New candidate]
Apr. 2007

Jun. 2011

Joined the Company
General Manager of Oversea Business Divisionof the Company
Director, Head of business operation in Asia, incharge of Production of Motorcycle Components
and General-purpose Components and General
Manager of Oversea Business Division of theCompany
Director, Head of business operation in Asia andHead of Production of Motorcycle Componentsof the Company
Audit & Supervisory Board Member (full time)of the Company (incumbent)

17

Number oftheCompany’s
shares
owned

4,600

No.

Name (Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)

Mar. 1977
Apr. 2009
Jun. 20092

Katsuyoshi Fukatsu(November 30, 1954)[New candidate]Jun. 2010
Jun. 2012
Mar. 1986
Yoshinori Tsuji(April 17, 1959)

3

Apr. 1986
Apr. 1987[New candidate][Outside][Independent]
Jun. 2007
Oct. 1992
Masahide Sato
(February 10, 1964)

4[New candidate][Outside][Independent]

Apr. 1996
Sep. 2005
Jun. 2010
Apr. 2015
Sep. 2006

Kazumoto Sugiyama(May 27, 1969)
5[New election][Outside][Independent]

Oct. 2006

Sep. 2008
Sep. 2011

Joined the Company
President and Director of FCC (INDIANA)
Mfg., LLC. (currently FCC (INDIANA), LLC.)
Director and Head of business operation in North
America of the Company, President and Directorof FCC (INDIANA), INC. (currently FCC(INDIANA), LLC.)
President and Director FCC (North America),
INC.
Audit & Supervisory Board Member(full time)of the Company (incumbent)

Number oftheCompany’s
shares
owned

4,700

Graduated from The Legal Training andResearch Institute of Japan
Registered as an attorney (Nagoya Bar
Association)
Transferred registration to the Shizuoka Bar
Association
Established Yoshinori Tsuji Law Office (topresent)
Audit & Supervisory Board Member of theCompany (incumbent)－

Joined Showa Ota & Co. (currently Ernst &Young ShinNihon LLC)
Registered as Certified Public Accountant
Established Masahide Sato Accounting Firm (topresent)
Audit & Supervisory Board Member of theCompany (incumbent)
Director of CRESTEC Inc. (incumbent)－

Graduated from The Legal Training andResearch Institute of Japan
Registered as an attorney (Shizuoka Bar
Association)
Joined Toshio Sugiyama Law Office (currently
Sugiyama Law Office)President of Sugiyama Law Office (to present)
Audit & Supervisory Board Member of
CRESTEC Inc. (incumbent)
Director of the Company (incumbent)－

Jun. 2014
Notes:
1. There is no special interest between the candidates and the Company.
2. Yoshinori Tsuji, Masahide Sato, and Kazumoto Sugiyama are candidates for Outside Directors.
3. The Company has made Yoshinori Tsuji a candidate for Outside Director as we have determined that he would
perform his duties as Outside Director appropriately based on his abundant experience and professional
perspective on corporate legal affairs as an attorney.
The candidate has not been involved in corporate management in the past other than as an Outside Officer, but for
the above reasons, we have determined that he would perform his duties as Outside Director appropriately.

18

The Company has made Masahide Sato a candidate for Outside Director as we have determined that he would
perform his duties as Outside Director appropriately based on his abundant experience and professional
perspective on corporate finance and accounting as a certified public accountant.
The candidate has not been involved in corporate management in the past other than as an Outside Officer, but for
the above reasons, we have determined that he would perform his duties as Outside Director appropriately.
The Company has made Kazumoto Sugiyama a candidate for Outside Director as we have determined that hewould perform his duties as Outside Director appropriately based on his abundant experience and professional
perspective on corporate legal affairs as an attorney.
The candidate has not been involved in corporate management in the past other than as an Outside Officer, but for
the above reasons, we have determined that he would perform his duties as Outside Director appropriately.
4. Yoshinori Tsuji is currently an Outside Audit & Supervisory Board Member, and at the conclusion of thismeeting, he will have served as an Outside Audit & Supervisory Board Member for 9 years.
Masahide Sato is currently an Outside Audit & Supervisory Board Member, and at the conclusion of this meeting,he will have served as an Outside Audit & Supervisory Board Member for 6 years.
Kazumoto Sugiyama is currently an Outside Director, and at the conclusion of this meeting he will have served as
an Outside Director for 2 years.
5. In accordance with the provisions of Article 427, Paragraph 1 of the Companies Act, we have entered into anagreement with each candidate Hiromichi Suzuki, Katsuyoshi Fukatsu, Yoshinori Tsuji, Masahide Sato, andKazumoto Sugiyama to limit the liability for damages in Article 423, Paragraph 1 of the Companies Act. Basedon this agreement, the maximum liability for damages is the minimum liability stipulated in Article 425,
Paragraph 1 of the Companies Act. If the candidate's election is approved, the Company plans to continue theagreement.
6. Yoshinori Tsuji, Masahide Sato, and Kazumoto Sugiyama meet the requirements for Independent Director as
stipulated by the Tokyo Stock Exchange.

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Proposal 5:
Election of one (1) substitute Director who is an Audit and Supervisory
Committee Member
If Proposal 2, Partial amendments to the Articles of Incorporation, is approved as proposed, theCompany shall transition to a Company with an Audit and Supervisory Committee. In line with this,the Company requests the election of one (1) substitute Director who is an Audit and Supervisory
Committee Member to provide against a case where there would be a shortfall in the number of
Directors who are Audit and Supervisory Committee Members stipulated by laws and regulations.
It should be noted that so long as the office has not yet been assumed, the outcome of the election
can be overturned by a resolution of the Board of Directors.
The candidate for substitute Director who is an Audit and Supervisory Committee Member is asfollows.
Name (Date of birth)(Significant concurrent positions outside the Company)
Oct. 1987

Takahisa Tabata(August 28, 1956)

Mar. 1991
Jun. 1993
Jun. 2010

Joined Showa Ota & Co. (currently Ernst & Young
ShinNihon LLC)
Registered as Certified Public Accountant
Established Tabata Accounting Firm (to present)
Audit & Supervisory Board Member of Kawai
Musical Instruments Mfg. Co., Ltd. (incumbent)

Number of theCompany’s
shares owned－

Notes:
1. There is no special interest between the candidate and the Company.
2. Takahisa Tabata is a candidate for substitute Outside Director.
3. The Company has made Takahisa Tabata a candidate for substitute Outside Director as we have determined that
he would perform his duties as Outside Director appropriately based on his abundant experience and professional
perspective on corporate finance and accounting as a certified public accountant.
The candidate has not been involved in corporate management in the past other than as an Outside Officer, but for
the above reasons, we have determined that he would perform his duties as Outside Director appropriately.
4. If the candidate is appointed Director who is an Audit and Supervisory Committee Member, in accordance withthe provisions of Article 427, Paragraph 1 of the Companies Act, the Company plans to enter into an agreementwith the candidate to limit the liability for damages in Article 423, Paragraph 1 of the Companies Act. Based on
this agreement, the maximum liability for damages is the minimum liability stipulated in Article 425, Paragraph 1of the Companies Act.
5. Takahisa Tabata meets the requirements for Independent Director as stipulated by the Tokyo Stock Exchange.

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Proposal 6:
Determination of remuneration of Directors (excluding Directors who are
Audit and Supervisory Committee Members)
If Proposal 2, Partial amendments to the Articles of Incorporation, is approved as proposed, theCompany shall transition to a Company with an Audit and Supervisory Committee.
Remuneration of the Company's Directors was resolved to be within 500,000,000 yen annually (notincluding employee salaries) at the 78th Ordinary General Meeting of Shareholders held on June 19,
2008, but along with the Company transitioning to a Company with an Audit and Supervisory
Committee, we propose to repeal this provision, and taking into account various factors including
economic conditions and Director remuneration until now, newly determine the remuneration of
Directors who are not Audit and Supervisory Committee Members to be within 500,000,000 yen
annually.
It is to be noted that the remuneration of Directors who are not Audit and Supervisory Committee
Members does not include the salaries of Directors who serve concurrently as employees.
If Proposal 2 and Proposal 3 are approved, the number of Directors (excluding Directors who are
Audit and Supervisory Committee Members) shall be eight (8).
Proposal 7:
Determination of remuneration of Directors who are Audit and Supervisory
Committee Members
If Proposal 2, Partial amendments to the Articles of Incorporation, is approved as proposed, theCompany shall transition to a Company with an Audit and Supervisory Committee. In line with this,in accordance with the provisions of the Companies Act, and taking into account various factors
including economic conditions, we propose to set the remuneration of Directors who are Audit andSupervisory Committee Members to be within 90,000,000 yen annually.
If Proposal 2 and Proposal 4 are approved, the number of Directors who are Audit and Supervisory
Committee Members shall be five (5).

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