Note: This document has been translated from 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.

December 22, 2021

To all parties concerned:

Company

Fujitec Co., Ltd.

(Stock Code 6406)

Representative

Takakazu Uchiyama

President and CEO

Contact

Masashi Tsuchihata

Director, Senior Executive Operating Officer,

General Manager of Finance HQ

(TEL 072-622-8151)

Notice Concerning Amendment to Corporate Governance Guidelines

Fujitec Co., Ltd. hereby announces that it has resolved at a meeting of its Board of Directors held on December 22, 2021 to amend the "Corporate Governance Guidelines" announced on June 22, 2021, as per the attached document.

Actions for Sustainability (Article 7), Composition and Diversity of the Board of Directors (Article 12, Paragraph 3) and Evaluation of Effectiveness of the Board of Directors (Article 22) have been amended.

Established November 6th, 2015

Partially amended May 12th, 2017

Partially amended November 9th, 2018

Partially amended June 21st, 2019

Partially amended February 9th, 2021

Partially amended June 22nd, 2021

Partially amended December 22nd, 2021

* Underlined parts indicate amendment.

Fujitec Co., Ltd.

Corporate Governance Guidelines

Preamble

The Corporate Governance Guidelines (the "Guidelines") set forth basic matters concerning corporate governance for Fujitec Co., Ltd. (the "Company") and aim to contribute to the sustainable growth and improvement of the mid- to long-term corporate value of the Company. The Guidelines shall be disclosed in a timely and appropriate manner when amended.

Chapter 1. General Rules

(Basic Concepts)

Article 1 The Company shall make efforts to improve its corporate governance in line with the following basic concepts:

  1. the Company shall respect shareholders' rights and secure equal treatment of shareholders.
  2. the Company shall take into account interests of stakeholders, including shareholders, and appropriately cooperate with them.
  3. the Company shall disclose its information properly and ensure transparency.
  4. the Company shall carry out effective oversight by the Board of Directors of execution of operations.
  5. the Company shall engage in constructive dialogue with shareholders who have investment policies corresponding to

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the mid- and long-term interests of shareholders.

Chapter 2. Securing the Rights and Equal Treatment of Shareholders

(Securing the Equal Treatment of Shareholders)

Article 2 The Company shall treat shareholders equally in accordance with their shares and make disclosure in a timely and appropriate manner so as to avoid any information gaps among them.

(Basic Strategy for Capital Policy)

Article 3 In order to achieve the sustainable growth and improvement of mid- to long-term corporate value of the Company, the Company shall implement its capital policy considering capital costs.

(Policy with respect to Cross-Shareholding and Standards with respect to Voting Rights as to Cross-Shareholding)

Article 4

When the Board of Directors reasonably determines that the

acquisition and holding of shares issued by business partners, etc. will

maintain and strengthen business relationships with such business

partners, etc. and contribute to the sustainable growth and

improvement of the mid-tolong-term corporate value of the Company,

the Company shall acquire and hold such shares.

2

With respect to the shares held by the Company in accordance with the

provision set forth in paragraph 1 hereof (the "Cross-Shareholdings"),

the Board of Directors shall review and determine whether the

Company continues to hold or reduces by disposition all or part of the

Cross-Shareholdings through detailed examination of the advantages,

risks, balance with capital costs, etc. associated with the holding of the

Cross-Shareholdings, which is periodically conducted every year.

3

The Company shall review and determine whether or not it exercises

its voting rights as to the Cross-Shareholdings by taking into account

the compliance with the provision set forth in paragraph 1 hereof and

the contribution to the soundness in the management, sustainable growth and improvement of the corporate value of a company issuing shares, as well as considering and reviewing the contribution to the

2

improvement of the corporate value and the mid-tolong-term interests of the Company.

(Related Party Transactions)

Article 5

When the Company engages in transactions with its directors or major

shareholders, the Company shall ensure the reasonableness of terms

and conditions of such transactions by resolution of Board of Directors,

pursuant to law and the Company's internal regulations (including, but

not limited to, Rules of the Board of Directors), in which independent

directors and independent auditors shall participate.

2

The reasonableness of terms and conditions of such transactions shall

be subject to post-audit by corporate auditors and/or accounting

auditors.

3

The Company shall prevent situations where related party

transactions would harm the interests of the Company or the common

interests of its shareholders through prior or subsequent procedures

set forth in this Article.

Chapter 3. Taking into Account the Interests of Stakeholders

(Relationship with Stakeholders)

Article 6

In order to achieve the sustainable growth and improvement of mid- to

long-term corporate value of the Company, the Board of Directors shall

take into account the interests of not only the Company's shareholders

but also other stakeholders, including but not limited to, the Company's

employees, customers, business partners, creditors, local community,

and other relevant parties.

2

In order to properly operate and manage a defined benefit pension plan,

the Company shall establish a Pension Investment Committee

consisting of members, etc. (nominated from the Finance and Personnel

Departments) headed by the General Manager of the Finance

Department.

3

By referring to the suggestion of an investment consulting company

from the standpoint of its expertise and conflict of interests, the

Pension Investment Committee shall determine the Company's basic

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The Company recognizes that practicing our management philosophy will lead to the creation of sustainable societies and coexistence with society and nature. We formulate domestic and overseas business strategies for Fujitec Group sustainable growth and corporate value improvement over the medium to long term, as well as investments and business plans related to human capital, intellectual capital. Working with stakeholders, we engage in a variety of business activities in the pursuit of safety and security, human resources development, technology continuity, social contribution activities, and environmental activities, disclosing our plans and progress in a timely manner.
The Company has established the Sustainability Committee (chaired
by the president of the Company) to confirm the consistency of our sustainability policies with management plans, to establish medium- to long-termgoals for materialities, and to manage and supervise the progress of specific measures. The committee reports to the Board of Directors on a regular basis.
The Board of Directors deliberates and supervises matters reported by the Sustainability Committee to ensure the implementation of business activities in line with the policies provided in Paragraph 1 of this Article.

policies and its operational guidelines with respect to the Company's investment, select investment products, and conduct periodic evaluation of investing institutions to ensure the operational status of their investment.

(Actions for Sustainability) Article 7

2

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(Whistle-Blowing)

Article 8

The Company shall promote the establishment and utilization of the

"Compliance Hotline" on a Group-wide basis in its offices, including but

not limited to, the main offices of its subsidiaries, to collect information

from its employees that could not be collected easily through its

organizational ladder and to conduct investigations into such

information and, if the Company identifies a violation or suspected

violation of laws and regulations, the Company shall take appropriate

measures to rectify or remedy such violation or suspected violation.

2

The Company shall not treat any employee unfavorably on the ground

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Fujitec Co. Ltd. published this content on 07 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 January 2022 06:37:01 UTC.