Fukoku : Notice of the 70th Ordinary General Meeting of Shareholders

Securities Code: 5185

June 12, 2023

Date of commencement of measures for electronic provision: June 6, 2023)

To Our Shareholders:

105 Sugaya 3-chome, Ageo City, Saitama Prefecture

F U K O K U C o . , L t d .

President & CEO Takashi Ogawa

Notice of the 70th Ordinary General Meeting of Shareholders

Thank you very much for your continued support.

We are pleased to inform you that the 70th Ordinary General Meeting of Shareholders of FUKOKU Co., Ltd. (the Company) will be held as indicated below.

In convening the 70th Ordinary General Meeting of Shareholders, the Company has taken measures for electronic provision of information on the following website:

FUKOKU Co., Ltd.'s website (https://www.fukoku-rubber.co.jp/ir/general-meeting.html)

In addition to the above website, the information is posted on the following website:

Tokyo Stock Exchange (TSE) website (https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show)

Please access the above website, enter and search for either the name of the Company or its Security Code (5185) and select "Basic Information" then "Documents for public inspection/PR information" to review the information.

If you will not be attending the meeting in person, please consider exercising your voting rights via the internet or in writing. To exercise your voting rights, please review the Reference Documents for the General Meeting of Shareholders as below and refer to the "Guide for the Exercise of Voting Rights" (pages 3 and 4) and exercise your voting rights by no later than 5:00 p.m. on Tuesday, June 27, 2023.

Sincerely yours,

1.	Date	Wednesday, June 28, 2023, at 10:00 a.m. (Reception for attendees starts from 9:30 a.m.)
2.	Venue	3-2Shin-toshin,Chuo-ku, Saitama City, Saitama Prefecture
		Sakura Hall, THE MARK GRAND HOTEL (Former Rafre Saitama) (3F)

(The venue this year is the same as last year. Please refer to the "Access Information for the Venue of the General Meeting of Shareholders" provided at the end of the document.)

3. Purpose	Items to be
	reported

1. Report on the Business Report, Consolidated Financial Statements, and Audit Reports of Consolidated Financial Statements by Accounting Auditor and Audit and Supervisory Committee for the 70th Fiscal Year (April 1, 2022 to March 31, 2023)
2. Report on Non-Consolidated Financial Statements for the 70th Fiscal Year (April 1, 2022 to March 31, 2023)

Items to be Agenda No. 1	Election of Six (6) Directors (Excluding Directors who are
resolved	Audit and Supervisory Committee Members)
Agenda No. 2	Election of Three (3) Directors who are Audit and
	Supervisory Committee Members
Agenda No. 3	Continuation of Countermeasures to Large-Scale
	Acquisitions of the Company's Shares, etc. (Takeover
	Defense Measure)

4. Other Notes regarding the Convocation of the Meeting

1. If you wish to exercise your voting rights via a proxy, such proxy must be another shareholder of the Company who has voting rights. The proxy can only be one other shareholder.
2. If you fail to indicate your approval or disapproval on the voting form, it will be deemed that you indicated your approval with respect to the Company's proposals.
3. If you exercise voting rights both via the internet and in writing, the exercise via the internet will be deemed effective. If you exercise voting rights twice or more via the internet, the most recent exercise of voting rights will be deemed effective.

〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰

If you will be attending the Meeting, please submit your voting form at the reception.

The document mailed to shareholders who requested printed documents does not include the following matters, in accordance with laws and regulations and the provision of Article 13 of the Articles of Incorporation of the Company. Therefore, the relevant printed document is part of the documents audited by the Audit and Supervisory Committee and the Accounting Auditors in the course of preparing the Audit Report.

• "Basic policy for control over the business corporation," "System for ensuring the appropriateness of operations and its operating status," and "Policy on determination of distribution of surplus, etc." in the Business Report.
• "Consolidated statement of changes in equity" and "Notes to consolidated financial statements" in the Consolidated Financial
  Statements
• "Statement of changes in net assets" and "Notes to non-consolidated financial statements" in the Non-Consolidated Financial Statements.

Any revisions to the matters provided electronically will be posted on each relevant website. Other matters for shareholders of the Company will be posted on the website of the Company.

This document is an English translation of a statement initially written in Japanese. The Original Japanese document should be considered as the primary version.

Reference Documents for General Meeting of Shareholders

Agenda No. 1: Election of Six (6) Directors (Excluding Directors who are Audit and Supervisory Committee Members)

The term of office of eight (8) Directors (excluding Directors who are Audit and Supervisory Committee Members; the same is applicable in this agenda item herein below) will expire at the conclusion of this Ordinary General Meeting of Shareholders.

Accordingly, the Company proposes the election of six (6) Directors (including three (3) Outside Directors), reducing the total number of Directors by two (2) with the aim of enabling flexible decision making.

The details of the proposal under this agenda item were approved by the Board of Directors after receiving a report from the Nomination and Remuneration Committee, a consulting body to the Board of Directors, the majority of which are comprised of independent Outside Directors.

In addition, with regard to this agenda item, the Audit and Supervisory Committee is of the opinion that it is appropriate to elect the respective candidates as Directors.

The candidates for Directors are as follows.

Candidate			Name
No.
1
	Re-	Takashi Ogawa
	election

Current positions in the

Company

President & CEO

2						Representative Director
Re-	Ikuo Oshiro
			& Executive Vice
election
			President
3
Re-	Masahiro Emura				Director & Corporate
election				Officer
4
Re-	Robert H. Janson	Outside		Independent	Outside Director
election		Officer
5
Re-	Hiroko Shimizu	Outside		Independent	Outside Director
election		Officer

6	New	Yutaka Koizumi
election

Outside IndependentOfficer

Candidate No.
Takashi Ogawa		Re-
1
(February 26, 1954)	election
	Brief profile, position and responsibility at the Company (Significant concurrent positions)
	April 1976	Joined NIPPONDENSO CO., LTD. (current DENSO CORPORATION)
Number of shares of the	May 1993	Vice President of the U.S. entity of ASMO Co., Ltd. (current DENSO CORPORATION)
June 2003	Director, Head of Quality Assurance Department of DENSO CORPORATION
Company owned by
June 2008	Managing Director of DENSO CORPORATION
Candidate
June 2012	President of the Indonesian entity of DENSO CORPORATION
29,560 shares
December 2015	Vice President & Representative Director of DENSO CORPORATION
	April 2018	Executive Advisor to the Motor Business of DENSO CORPORATION
	April 2019	Joined the Company as Vice President and Director & Corporate Officer, Head of Business
		Management Headquarters
	June 2019	Vice President & Representative Director, Assistant to President and Head of Business
		Management Headquarters
	April 2020	Vice President & Representative Director, and Assistant to President
	July 2020	President & CEO (incumbent)

[Reasons for the nomination]

Mr. Takashi Ogawa has a wide range of knowledge on the overall management of an automobile parts manufacturer and excellent leadership based on his extensive experience as President & CEO of the Company and at other companies, and thus we consider him to be appropriate as the Candidate for Director to request his election.

Candidate No.
Ikuo Oshiro		Re-
2
(January 15, 1961)	election
	Brief profile, position and responsibility at the Company (Significant concurrent positions)
	April 1983	Joined the Company
Number of shares of the	April 2016	Head of OA Business Unit of the Company, in charge of new businesses
April 2019	Corporate Officer, Head of Functional Parts Business, Business Management Headquarters
Company owned by
April 2020	Corporate Officer, Head of Industrial Equipment Business, Business Management Headquarters
Candidate
July 2020	Director & Corporate Officer and Head of Industrial Equipment Business, in charge of technology
7,690 shares
	development
	January 2021	Director & Corporate Officer and Head of Sales Headquarters
	June 2022	Representative Director & Executive Vice President and Head of Sales Headquarters, in charge of
		technology development
	February 2023	Representative Director & Executive Vice President, in charge of sales and technology
		development (incumbent)

[Reasons for the nomination]

Mr. Ikuo Oshiro is thoroughly familiar with the technology and sales of the Company and has rich experiences and excellent leadership in product development and business operation of non-automobile industries. Accordingly, we consider him to be appropriate as the candidate for Director to further promote the business development of the Company going forward and, thus, request his election.

Candidate No.
Masahiro Emura (November 14, 1970)	Re-
3
election
	Brief profile, position and responsibility at the Company (Significant concurrent positions)
	April 1989	Joined the Company
Number of shares of the	April 2007	Manager of the Seal Production Section in the Ageo Plant of the Company
October 2008	Plant Manager of SIAM FUKOKU CO., LTD.
Company owned by
April 2009	Vice President of SIAM FUKOKU CO., LTD.
Candidate
April 2014	Plant Manager of Seal Business in the Ageo Plant of the Company
2,460 shares
April 2016	Plant Manager of Gunma No. 2 Plant of the Company
	April 2021	Corporate Officer, Head of Functional Parts Business, Business Management Headquarters
	April 2022	Corporate Officer, Head of Business Management Headquarters and Head of Functional Parts
		Business
	June 2022	Director & Corporate Officer, Head of Business Management Headquarters, Head of Functional
		Parts Business, in charge of safety and quality
	February 2023	Director & Corporate Officer, Head of Administration Headquarters, Head of Human Resources
		Planning Department, in charge of safety and quality (incumbent)

[Reasons for the nomination]

Mr. Masahiro Emura has rich experience in manufacturing, which is the root of our business, and strong leadership. In order for the Company to advance the reinforcement of its management foundation, including human resource development, in the future, we consider him to be appropriate as a candidate for Director and request his election.

Candidate No.
4	Robert H. Janson		Outside		Re-
(June 14, 1949)		election
	Brief profile, position and responsibility at the Company (Significant concurrent positions)
	April 1973	Representative in Japan of Continental Gumi Welke AG (current Continental AG)
Number of shares of the	August 1978	Joined Audi NSU Auto Union
Company owned by	January 1980	Transferred from Audi NSU Auto Union to Volkswagen
July 1980	Representative of Volkswagen Audi Japan
Candidate
July 1983	Vice President & Representative Director of Volkswagen KK (current Volkswagen Group Japan KK)
4,400 shares
July 1993	Representative of Tokyo Representative Office of Volkswagen Asia Pacific Inc.
	January 1999	President & CEO of Janson & Associates, Inc. (incumbent)
	January 2007	Director of FEV Japan Co., Ltd.
	May 2017	Representative Director of FEV Japan Co., Ltd.
	June 2021	Director (Part-time/Outside) and Member of the Nomination and Remuneration Committee of the
		Company (incumbent)

[Reason for the nomination and the expected role]

Robert H. Janson has extensive knowledge on management, including that gained through his experience as serving as the representative of the Japanese entity of a leading European automobile manufacturer. Accordingly, we expect him to provide appropriate suggestions and advice as a Director (Outside) of the Company and consider him appropriate as a candidate for Director (Outside), and request his election.

If Mr. Robert H. Janson is elected, the Company expects him to provide oversight, supervision and advice on the Company's management and business execution in an independent position as Outside Director based on his wealth of experience and knowledge on management, as well as continuing to be involved in personnel and remuneration decisions, among other things, for its officers and senior managers in an objective and neutral position as a member of the Nomination and Remuneration Committee.