[Translation for Reference and Convenience Purposes Only]

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 shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

(Securities Code: 6986)

June 6, 2024

(Start Date of Electronic Provision Measures: June 5, 2024)

To Our Shareholders

Motoaki Arima

President and Representative Director,

Chief Executive Officer

Futaba Corporation

629 Oshiba, Mobara, Chiba, Japan

NOTICE OF THE 81st ORDINARY GENERAL MEETING OF

SHAREHOLDERS

We are pleased to notify you that the 81st Ordinary General Meeting of Shareholders of the Company will be held as described below.

The Company has taken measures for electronic provision in convening this General Meeting of Shareholders and has posted the matters to be provided electronically on the website below as "NOTICE OF THE 81st ORDINARY GENERAL MEETING OF SHAREHOLDERS."

The Company's website: https://www.futaba.co.jp/ir/library/005657

They are also posted on the website of the Tokyo Stock Exchange (TSE).

Please access the TSE website (Listed Company Search) shown below, enter "Futaba Corporation" in "Issue name (company name)" or "6986" (half-width characters) in "Code," and select "Basic information" and then "Documents for public inspection/PR information" to confirm the information listed there.

TSE website (Listed Company Search) https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

If you are unable to attend the meeting, you may exercise your voting rights via the internet or in writing. Please review the Reference Documents for the General Meeting of Shareholders below, and exercise your voting rights by no later than 5:15 p.m. on Wednesday, June 26, 2024 (Japan Time).

  1. Date and Time: Thursday, June 27, 2024, at 10:00 a.m. (Reception desk opens at 9:00 a.m.)
  2. Place:Hall, 3rd floor, Main Building of the Company

629 Oshiba, Mobara, Chiba Prefecture, Japan

3. Agenda of the Meeting: Matters to be reported:

  1. The Business Report, Consolidated Financial Statements for the 81st Fiscal Year (from April 1, 2023 to March 31, 2024) and results of audits by the Accounting Auditor and the Audit and Supervisory Committee of the Consolidated Financial Statements
  2. Non-ConsolidatedFinancial Statements for the 81st Fiscal Year (from April 1, 2023 to March 31, 2024)

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[Translation for Reference and Convenience Purposes Only]

Proposals to be resolved:

Proposal 1: Appropriation of Surplus

Proposal 2: Election of Five Directors (excluding Directors who are Audit and Supervisory Committee Members)

Matters Decided for the Convocation

  1. If you exercise your voting rights in writing (by mail) and provide no indication, on the Voting Rights Exercise Form, of approval or disapproval with regard to the proposals, you shall be considered to have expressed approval, which shall be handled accordingly.
  2. If you exercise your voting rights both via the internet and in writing (by mail), the vote cast via the internet shall be treated as the valid vote, regardless of the date and time of arrival.
  3. If you exercise your voting rights more than once via the internet, the last vote shall be treated as valid.

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[Translation for Reference and Convenience Purposes Only]

Notes:

  1. If you plan to attend the meeting, please hand in your Voting Rights Exercise Form at the reception desk when you arrive at the venue.
  2. For this General Meeting of Shareholders, we have decided to send all shareholders a written document including the matters to be provided electronically, regardless of whether or not they have requested the delivery of such a written document. In accordance with laws and regulations as well as Article 16 of the Company's Articles of Incorporation, the following items are not listed in the matters to be provided electronically. The above document constitutes part of the documents audited by the Audit and Supervisory Committee and the Accounting Auditor in preparing the audit reports.
    • Systems to Secure the Properness of Business Activities and the Status of Implementation of the Systems
    • Consolidated Statement of Changes in Equity
    • Notes to the Consolidated Financial Statements
    • Non-ConsolidatedStatement of Changes in Equity
    • Notes to the Non-Consolidated Financial Statements
  3. Modifications, if any, to the matters to be provided electronically will be posted on the
    Company's website and the TSE website on the Internet.
  4. If you attend the meeting in a wheelchair, please call us by 5:15 p.m. on Monday, June 24, 2024, for us to prepare the venue accordingly.
    Telephone number: 0475-24-1111 (main phone number)
  5. Other information for shareholders will be posted on the Company's website. Please check our website for the latest information as necessary.

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[Translation for Reference and Convenience Purposes Only]

REFERENCE DOCUMENTS FOR THE GENERAL MEETING OF SHAREHOLDERS

Proposals and References

Proposal 1: Appropriation of Surplus Matters relating to year-end dividend

In comprehensive consideration of the business environment surrounding the Company, its basic policy of steady dividend payments and others, the Company proposes to pay ¥5 per share as the year-end dividend for the 81st fiscal year.

The annual dividend per share for the fiscal year under review, including the interim dividend of ¥5 per share already paid out, will be ¥10 per share.

  1. Type of dividend property Cash
  2. Appropriation of dividend property to shareholders and total amount

¥5 per common share of the Company

¥212,080,910 (total amount)

(3) Effective date of dividends from surplus

June 28, 2024

(Reference)

  • The Company's basic policy on dividend

The Company recognizes the return of profits as one of its most important managerial priorities and has a basic policy of steady and sustainable distribution of surplus to shareholders.

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[Translation for Reference and Convenience Purposes Only]

Proposal 2: Election of Five Directors (excluding Directors who are Audit and Supervisory Committee Members)

The terms of all five Directors (excluding Directors who are Audit and Supervisory Committee Members; hereinafter the same applies in this proposal) will expire at the conclusion of this General Meeting of Shareholders.

Therefore, the Company proposes the election of five Directors. The candidates for Directors are as follows:

Current position

Years in

Attendance at the

No.

Name

office as

meetings of the

and assignments

Director

Board of Directors

President and

Representative

100%

1

[Re-elected]

Motoaki Arima

(Male)

Director

8

(15 out of 15

Chief Executive

meetings)

Officer

Director

Senior Managing

100%

2

[Re-elected]

Toshihide Kimizuka

(Male)

Executive Officer

8

(15 out of 15

Assistant to the

meetings)

President

Director

Managing

100%

Executive Officer

3

[Re-elected]

Masaharu Tomita

(Male)

1

(11 out of 11

General-Manager,

meetings)

Corporate Planning

Division

[Re-elected]

[Outside

100%

4

Director]

Takemitsu Kunio

(Male)

Outside Director

5

(15 out of 15

[Independent

meetings)

Officer]

[Re-elected]

[Outside

93%

5

Director]

Masako Tanaka

(Female)

Outside Director

2

(14 out of 15

[Independent

meetings)

Officer]

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[Translation for Reference and Convenience Purposes Only]

Candidates for Directors

Name

Career summary, position, assignments and

Number of the

No.

shares of the

(Date of birth)

significant concurrent positions

Company held

Mar. 1984

Joined the Company

Jan.

2007

Temporarily transferred to FUTABA

Corporation of America; President

Oct.

2009

Group-Manager, Business Strategy Group,

Corporate Planning Division

Jun.

2011

Executive Officer; General-Manager, Corporate

Planning Division

Jun.

2013

Senior Executive Officer; Deputy General-

Manager, Electronic Components Division

Motoaki Arima

Jul.

2014

Senior Executive Officer; General-Manager,

(December 17, 1960)

Electronic Device Business Center

75,700

[Re-elected]

Jan.

2016

Senior Executive Officer; General-Manager,

shares

Touch Panel Business Center

Jun.

2016

Director; Managing Executive Officer in charge

1

of Electronic Components and Electronic

Systems; General-Manager, Touch Panel

Business Center

Jun.

2017

Director responsible for Business and

Development Division

Jun.

2019

Representative Director and President

Jul.

2023

President and Representative Director; Chief

Executive Officer (to present)

Reasons for recommendation of candidate for Director

At the Company, Mr. Motoaki Arima has served as the President of a U.S. subsidiary, and has been

involved in corporate planning and business divisions. As such, he has extensive experience and a

proven track record.

He has led the strengthening of competitiveness across business divisions overall as a Director since

June 2016 and has been taking leadership as the Representative Director and President since June 2019.

The Company recommends him as a candidate for Director because the Company believes that he will

continue to make managerial decisions from a company-wide perspective toward its sustainable growth

and improvement of medium- to long-term corporate value.

Note: There are no special interests between Mr. Motoaki Arima and the Company.

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[Translation for Reference and Convenience Purposes Only]

Name

Career summary, position, assignments and

Number of the

No.

shares of the

(Date of birth)

significant concurrent positions

Company held

Apr. 1986

Joined the Company

Jul.

2007

Group-Manager, Personnel Group, Corporate

Finance & Administration Division

Aug. 2009

Group-Manager, Finance & Accounting Group,

Corporate Finance & Administration Division

Jun.

2010

Executive Officer; Group-Manager, Finance &

Accounting Group, Corporate Finance &

Administration Division

Jun.

2014

Senior Executive Officer; Group-Manager,

Business Planning Group, Corporate Planning

Division

Jul.

2014

Senior Executive Officer; General-Manager,

Toshihide Kimizuka

Corporate Administration Division

(May 2, 1962)

Apr. 2015

Senior Executive Officer; General-Manager,

27,400

Corporate Administration Division

shares

[Re-elected]

*The position name in Japanese has changed

(due to promotion).

2

Jun.

2016

Director; Managing Executive Officer; General-

Manager, Corporate Administration Division

Jul.

2016

Director; Managing Executive Officer in charge

of Administration, Personnel and Finance &

Accounting

Jun.

2017

Director responsible for Administration

Division

Jun.

2020

Senior Managing Director responsible for

Administration Division

Jul.

2023

Director; Senior Managing Executive Officer;

Assistant to the President (to present)

Reasons for recommendation of candidate for Director

At the Company, Mr. Toshihide Kimizuka has been involved mainly in the Personnel and Finance &

Accounting Divisions, and has extensive experience and a track record in the Company's administration

divisions.

He has led the strengthening of corporate governance, etc. as a Director since June 2016.

The Company recommends him as a candidate for Director because the Company believes that he will

continue to make managerial decisions from a company-wide perspective toward its sustainable growth

and improvement of medium- to long-term corporate value.

Note: There are no special interests between Mr. Toshihide Kimizuka and the Company.

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[Translation for Reference and Convenience Purposes Only]

Name

Career summary, position, assignments and

Number of the

No.

shares of the

(Date of birth)

significant concurrent positions

Company held

Apr. 1990

Joined the Company

Oct.

2006

Temporarily transferred to FUTABA (Europe)

GmbH; President

May 2009

Temporarily transferred to FUTABA

Corporation of America; President

Jan.

2016

Executive Officer; General-Manager, Electronic

Masaharu Tomita

Device Business Center

(April 10, 1967)

Jun.

2017

Executive Officer; General-Manager, System

7,000

Solution Business Center

shares

[Re-elected]

Oct.

2019

Executive Officer; General-Manager, Corporate

Planning Division

3

Jun.

2023

Director; General-Manager, Corporate Planning

Division

Jul.

2023

Director; Managing Executive Officer; General-

Manager, Corporate Planning Division (to

present)

Reasons for recommendation of candidate for Director

At the Company, Mr. Masaharu Tomita has served as the President of a U.S. and a European subsidiary,

and has been involved in corporate planning and business divisions. As such, he has extensive

experience and a proven track record.

He has led the overall corporate planning, including the structural reform of businesses, as a Director

since June 2023. The Company recommends him as a candidate for Director because the Company

believes that such experience will be necessary for its efforts toward sustainable growth and

improvement of medium- to long-term corporate value.

Note: There are no special interests between Mr. Masaharu Tomita and the Company.

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[Translation for Reference and Convenience Purposes Only]

Name

Career summary, position, assignments and

Number of the

No.

shares of the

(Date of birth)

significant concurrent positions

Company held

Dec. 1982

Joined NEC Corporation

Jul.

1995

General Manager, Ultra Large Scale Integrated

Circuits Research Department, Microelectronics

Research Laboratories, NEC Corporation

Apr. 2001

General Manager, Research Planning Division,

Central Research Laboratories, NEC

Takemitsu Kunio

Corporation

(January 5, 1955)

Jan.

2004

Associate Senior Vice President, Executive

General Manager, Central Research

7,400

[Re-elected]

Laboratories, NEC Corporation

shares

[Outside Director]

Apr. 2010

Senior Vice President, NEC Corporation

[Independent Officer]

Jun.

2010

Senior Vice President and Member of the

4

Board, NEC Corporation

Jun.

2011

Senior Vice President, NEC Corporation

May 2013

Associate Senior Vice President, NEC

Corporation

Apr. 2017

Advisor, NEC Corporation (Retired)

Jun.

2019

Outside Director of the Company (to present)

Reasons for recommendation of candidate for Outside Director and outline of expected roles

Mr. Takemitsu Kunio has extensive experience and a broad perspective in technological development

and its commercialization, creation and development of new business areas, business management, and

other areas at a major electronics manufacturer. Since June 2019, as an Outside Director of the

Company, he has provided meaningful opinions and advice for the development of business overall.

The Company recommends him as a candidate for Outside Director because the Company believes that

he will continue to offer precious recommendations for its efforts toward sustainable growth and

improvement of medium- to long-term corporate value.

Notes: 1. There are no special interests between Mr. Takemitsu Kunio and the Company.

  1. Mr. Takemitsu Kunio is currently in office as an Outside Director of the Company and will have served for five years as an Outside Director at the end of this General Meeting of Shareholders.
  2. Mr. Takemitsu Kunio served at NEC Corporation. Although the Company has transactions with NEC Corporation such as product sales, the amount of transactions accounts for less than 0.01% of the respective consolidated net sales of the Company and NEC Corporation. The Company therefore judges that such a transactional relationship does not have an effect on the independence of Mr. Takemitsu Kunio.
  3. The Company has entered into an agreement with Mr. Takemitsu Kunio pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act to limit his liability for damages to the Company as stipulated in Article 423, Paragraph 1 of the said Act to the limit specified by laws and regulations, and plans to continue such agreement if he is re-elected.
  4. The Company has registered Mr. Takemitsu Kunio as an independent officer with the Tokyo Stock Exchange pursuant to the regulations of the Tokyo Stock Exchange. If Mr. Takemitsu Kunio is re- elected, the Company plans to re-nominate him as an independent officer.

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[Translation for Reference and Convenience Purposes Only]

Name

Career summary, position, assignments and

Number of the

No.

shares of the

(Date of birth)

significant concurrent positions

Company held

Apr. 1981

Joined Furukawa Electric Co., Ltd.

Apr. 2015

Corporate Vice President, General Manager,

Legal Department, Administration & CSR

Division, Furukawa Electric Co., Ltd.

May 2015

Corporate Vice President, Deputy General

Manager, Strategy Division and Head of

Working-style Reform Project Team,

Furukawa Electric Co., Ltd.

Oct.

2017

Corporate Vice President, Deputy General

Manager, Strategy Division and General

Masako Tanaka

Manager, Human Resource Department,

Furukawa Electric Co., Ltd.

(December 4, 1958)

Apr. 2021

Corporate Vice President, Deputy General

0

Manager, Business Basic Transformation

[Re-elected]

shares

Division, Furukawa Electric Co., Ltd.

[Outside Director]

Jun.

2021

Outside Director (Audit and Supervisory

[Independent Officer]

Committee Member), Howa Machinery, Ltd.

5

(to present)

Mar. 2022

Corporate Vice President, Furukawa Electric

Co., Ltd. (Retired)

Jun.

2022

Outside Director of the Company (to present)

Oct. 2023

Outside Director, UCHIDA YOKO CO., Ltd.

(to present)

(Significant concurrent positions)

Outside Director, UCHIDA YOKO CO., Ltd.

Outside Director (Audit and Supervisory Committee

Member), Howa Machinery, Ltd.

Reasons for recommendation of candidate for Outside Director and outline of expected roles

Ms. Masako Tanaka has extensive experience and a broad perspective in the human resource

department, the CSR division, the legal department, etc. of a major non-ferrous metal manufacturer.

Since June 2022, as an Outside Director of the Company, she has provided meaningful opinions and

advice for the promotion of work-style reform and diversity.

The Company recommends her as a candidate for Outside Director because the Company believes that

she will continue to offer precious recommendations for its efforts toward sustainable growth and

improvement of medium- to long-term corporate value.

Notes: 1. There are no special interests between Ms. Masako Tanaka and the Company.

  1. Ms. Masako Tanaka is currently in office as an Outside Director of the Company and will have served for two years as an Outside Director at the end of this General Meeting of Shareholders.
  2. Ms. Masako Tanaka served at Furukawa Electric Co., Ltd. Although the Company has transactions with Furukawa Electric Co., Ltd. such as product sales, the amount of transactions accounts for less than 0.01% of the respective consolidated net sales of the Company and Furukawa Electric Co., Ltd. The Company therefore judges that such transactional relationship does not have an effect on the independence of Ms. Masako Tanaka.
  3. The Company has entered into an agreement with Ms. Masako Tanaka pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act to limit her liability for damages to the Company as stipulated in Article 423, Paragraph 1 of the said Act to the limit specified by laws and regulations, and plans to continue such agreement if she is re-elected.
  4. The Company has registered Ms. Masako Tanaka as an independent officer with the Tokyo Stock Exchange pursuant to the regulations of the Tokyo Stock Exchange. If Ms. Masako Tanaka is re- elected, the Company plans to re-nominate her as an independent officer.

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Futaba Corporation published this content on 04 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 June 2024 00:38:08 UTC.