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

Securities identification code: 7296
May 31, 2017
To our shareholders:Toshimichi Matsuda
President and Representative Director
F.C.C. CO., LTD.
7000-36 Nakagawa, Hosoe-cho, Kita-ku,
Hamamatsu-shi, Shizuoka

NOTICE OF THE 87TH ORDINARY GENERAL MEETING OFSHAREHOLDERS
You are cordially invited to attend the 87th 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 or byelectromagnetic method (using the Internet, etc.). Please review the attached Reference Documents for theGeneral Meeting of Shareholders and exercise your voting rights no later than Monday, June 19, 2017 at
4:40 p.m. (Japan Standard Time).
1. Date and Time: Tuesday, June 20, 2017 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 87th Term (from April 1, 2016 toMarch 31, 2017), as well as the results of audit of the Consolidated Financial Statements by theAccounting Auditor and the Audit and Supervisory Committee
2. Non-Consolidated Financial Statements for the 87th Term (from April 1, 2016 to March 31, 2017)
Items to be resolved:
Proposal 1:

Appropriation of surplus

Proposal 2:

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

Proposal 3:

Election of one (1) substitute Director who is an Audit and Supervisory
Committee Member-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 important management
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 expenditure and 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: 1,003,764,420 yen
Including the interim dividend, the total amount of dividends for the fiscal year under review is 40
yen per share.
(3) Effective date of distribution of dividends of surplus
June 21, 2017
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-Proposal 2:

Election of eight (8) Directors (excluding Directors who are Audit and Supervisory
Committee Members)

The terms of office of all eight (8) Directors (excluding Directors who are Audit and Supervisory
Committee Members; applicable to the rest of this proposal) expire at the conclusion of this meeting. Inline with this, the Company requests the election of eight (8) Directors.
The candidates for Director are as follows:
Position

Responsibilities and significant concurrent
positions outside the CompanyNo.

Name

1

Toshimichi Matsuda[For reelection]

President andRepresentative
Director

2

Yoshitaka Saito[For reelection]

Managing Director

Head of Purchasing, Head of business
operation in China and Risk Management
Officer of the Company3

Kazuhiro Itonaga[For reelection]

Managing Director

Head of business operation of automobiles
business and in charge of New BusinessDevelopment Division of the Company

4

Kazuto Suzuki[For reelection]

Director

Head of business operation of motorcycles
business, Head of Production of Motorcycle
Components, Head of business operation in
ASEAN and Head of business operation inSouth America of the Company

5Ryujiro Matsumoto[For reelection]

Director

Head of Management and Administration,
Compliance Officer and Chief Information
Officer of the Company

6

Atsuhiro Mukoyama[For reelection]

Director

Head of Production Engineering and Head ofEnvironment and Safety of the Company

7

Satoshi Nakaya[For reelection]

Director

Head of business operation in North Americaof the Company
President and Director of FCC (NorthAmerica), INC.

8Kenichi Inoue[For reelection]

Director

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

-3-No.

1Name (Date of birth)

Career summary, position and responsibilities (significant
concurrent positions outside the Company)
Mar. 1975

Joined the Company

Apr. 1996

President and Director of FCC (EUROPE)
LTD.

June 2001

Director, General Manager of Sales Divisionof the Company

June 2005

Director, in charge of Sales and Purchasingof the Company

June 2006

Director, in charge of Sales and Purchasingand Risk Management Officer of theCompany

Apr. 2007

Director, Head of Sales and Purchasing,
Head of business operation in China and Risk
Management Officer of the Company

June 2008

Managing Director, Head of Sales andPurchasing and Head of business operation inChina of the Company

June 2010

Managing Director, Head of Sales andPurchasing and Compliance Officer of theCompany

June 2011

Managing Director, Head of Sales andCompliance Officer of the Company

June 2012

Senior Managing Director, Head of Sales andCompliance officer of the Company

Apr. 2013

Senior Managing Director of the Company

June 2013

President and Representative Director of theCompany (incumbent)

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

Feb. 2009

Joined the CompanyJan. 2011

President and Director of FCC (INDIANA)
Mfg., LLC. (currently FCC (INDIANA),LLC.)

Number of theCompany’s
shares owned

9,700

President and Director of FCC (INDIANA),
INC. (currently FCC (INDIANA), LLC.)

2June 2011

Director of the Company

Apr. 2012

Director, Head of business operation in North
America of the Company

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

President and Director of FCC (NorthAmerica), INC.
June 2012Managing Director, Head of business
operation in North America of the Company

Apr. 2013

Managing Director, Head of business
operation of motorcycles business of theCompany

Apr. 2014

Managing Director, Head of Purchasing,
Head of business operation in China and Risk
Management Officer of the Company(incumbent)-4-12,300

No.

3Name (Date of birth)

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

Career summary, position and responsibilities (significantconcurrent positions outside the Company)
Mar. 1982

Joined the Company

Apr. 2009

General Manager of R&D Division of theCompany

June 2009

Director, General Manager of R&D Divisionof the Company

June 2010

Director, Head of Research and Development
and General Manager of R&D Division ofthe Company

June 2013

Managing Director, Head of Research andDevelopment and General Manager of R&D
Division of the Company

Apr. 2015

Managing Director, Head of business
operation of automobiles business and Headof Research and Development of Automobile
Components of the Company

Apr. 2016

Managing Director, Head of business
operation of automobiles business of theCompany
Managing Director, Head of business
operation of automobiles business and in
charge of New Business Development
Division of the Company (incumbent)

Nov. 2016-5-

Number of theCompany’s
shares owned

1,600

No.

4Name (Date of birth)

Kazuto Suzuki(May 27, 1961)

Career summary, position and responsibilities (significant
concurrent positions outside the Company)
Apr. 1984

Joined the Company

Apr. 2009

General Manager of Corporate Planning
Office of the Company

June 2010

Director, Head of business operation in China
and South America and General Manager ofCorporate Planning Office of the Company

June 2011

Director, Head of business operation in China
and South America, General Manager ofCorporate Planning Office and Risk
Management Officer of the Company

Jan. 2012

Director, Head of business operation in China
and South America and Risk Management
Officer of the Company

Apr. 2012

Director, Head of Production Engineering,
Head of business operation in China andSouth America and Risk Management Officerof the Company

June 2012

Director, Head of Production of Motorcycle
Components, Head of Production
Engineering and Head of business operationin China and South America of the Company

Apr. 2013

Director, Head of business operation ofmotorcycles business in Japan, Head ofbusiness operation in China and SouthAmerica and Risk Management Officer ofthe Company

Apr. 2014

Director, Head of business operation ofmotorcycles business, Head of business
operation in ASEAN and India and Head ofbusiness operation in South America of theCompany

Apr. 2016

Director, Head of business operation ofmotorcycles business, Head of Production ofMotorcycle Components, Head of business
operation in ASEAN and Head of business
operation in South America of the Company(incumbent)

July 2005

Joined the Company

Jan. 2011

General Manager of FCC (THAILAND)
CO., LTD.

June 2011

Director, Head of Production of Motorcycle
Components and Head of business operationin Asia of the Company

June 2012

Director, Head of business operation in Asiaof the Company

Apr. 2013

Director, Head of Management andAdministration, General Manager ofCorporate Planning Office, Compliance
Officer and Chief Information Officer of theCompany

June 2013

Director, Head of Management andAdministration, Compliance Officer andChief Information Officer of the Company(incumbent)[For reelection]

5

Ryujiro Matsumoto(June 4, 1962)[For reelection]-6-

Number of theCompany’sshares owned

2,500

1,200

No.

6Name (Date of birth)Atsuhiro Mukoyama(July 31, 1963)[For reelection]

7

Satoshi Nakaya(March 17, 1964)

Career summary, position and responsibilities (significantconcurrent positions outside the Company)
Apr. 1984

Joined the Company

Apr. 2012

Head of Production of Automobile
Components of the Company

June 2012

Director, Head of Production of Automobile
Components of the Company

Apr. 2013

Director, Head of business operation ofautomobiles business of the Company

Apr. 2015

Director, Head of Production Engineeringand Head of Environment and Safety of theCompany (incumbent)

Apr. 1986

Joined the Company

Jan. 2012

General Manager of Corporate Planning
Office of the Company

June 2012

Director, Head of Management andAdministration, General Manager ofCorporate Planning Office, Risk
Management Officer and Chief Information
Officer of the Company

Apr. 2013

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

Apr. 20178Kenichi Inoue(May 3, 1957)

Apr. 1978

Joined Honda Motor Co., Ltd.

Apr. 2011

Senior Vice President of Honda
Manufacturing of Alabama, LLCApr. 2013

Joined the Company, Assistant to President
and Head of Production Engineering of theCompany

June 2013

Director, Head of Production Engineering ofthe Company

Apr. 2014

Director, Head of Production Engineeringand Head of Environment and Safety of theCompany

Apr. 2015

Director, Head of production in North
America of the Company (incumbent)[For reelection]

Note:

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

-7-

Number of theCompany’s
shares owned

1,600

4,300

1,200

Proposal 3:

Election of one (1) substitute Director who is an Audit and Supervisory Committee
MemberThe 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 and the consent of the Audit andSupervisory Committee has been obtained, the outcome of the election can be overturned by a resolution ofthe Board of Directors.
The consent of the Audit and Supervisory Committee has been obtained for this proposal.
The candidate for substitute Director who is an Audit and Supervisory Committee Member is as follows.
Name (Date of birth)

Career summary, position and responsibilities (significant concurrent
positions outside the Company)
Oct. 1987

Takahisa Tabata(August 28, 1956)

Notes:

Number of theCompany’s
shares owned

Joined Showa Ota & Co. (currently Ernst & Young
ShinNihon LLC)

Mar. 1991

Registered as Certified Public Accountant

June 1993

Established Tabata Accounting Firm (to present)

June 2010

Audit & Supervisory Board Member of Kawai MusicalInstruments Mfg. Co., Ltd. (incumbent)–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 thathe 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, butfor 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
1 of the Companies Act.
5. Takahisa Tabata meets the requirements for Independent Director as stipulated by the Tokyo Stock Exchange.

-8-