Fukoku : Notice of the 71th Ordinary General Meeting of Shareholders

Securities Code: 5185 June 7, 2024 (Date of commencement of measures for electronic provision: June 4, 2024)

To Our Shareholders:

105 Sugaya 3-chome, Ageo City, Saitama Prefecture

President & CEO

Ikuo Oshiro

Notice of the 71st Ordinary General Meeting of Shareholders

Thank you very much for your continued support.

We are pleased to inform you that the 71st Ordinary General Meeting of Shareholders of FUKOKU Co., Ltd. (the Company) will be held as indicated below.

In convening the 71st 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 5 and 6) and exercise your voting rights by no later than 5:00 p.m. on Tuesday, June 25, 2024.

Sincerely yours,

1.	Date	Wednesday, June 26, 2024, 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 (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 71st Fiscal Year (April 1, 2023 to March 31, 2024)
2. Report on Non-Consolidated Financial Statements for the 71st Fiscal Year (April 1, 2023 to March 31, 2024)

Items to be Agenda No. 1	Election of Seven (7) Directors (Excluding Directors who are
resolved	Audit and Supervisory Committee Members)
Agenda No. 2	Election of One (1) Director who is Substitute Audit and
	Supervisory Committee Member
Agenda No. 3	Continuation of Countermeasures to Large-Scale
	Acquisitions of the Company's Shares, etc. (a takeover
	response policy)

4. Other Notes	1.	If you wish to exercise your voting rights via a proxy, such proxy must be another shareholder of
regarding the	2.	the Company who has voting rights. The proxy can only be one other shareholder.
Convocation of	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.
the Meeting
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 Seven (7) Directors (Excluding Directors who are Audit and Supervisory Committee Members)

The term of office of six (6) 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 seven (7) Directors (including three (3) Outside Directors), increasing the total number of Directors by one (1) with the aim of further strengthening the management system.

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					Current positions in the
No.							Company
1
	Re-	Takashi Ogawa					Chairperson
	election
2
	Re-	Ikuo Oshiro					President & CEO
	election
3
	Re-	Masahiro Emura					Director & Corporate
	election					Officer
4
	New	Ikjun Kwon
	election
5						Independent
	Re-	Robert H. Janson
	Outside		Corporate		Outside Director
	election
						Officer
6						Independent
	Re-	Hiroko Shimizu
	Outside		Corporate		Outside Director
	election

Officer

7	Re-	Yutaka Koizumi
election

		Independent
Outside		Corporate	Outside Director
		Officer

Candidate No.

1

Number of shares of the

Company owned by

Candidate

25,780 shares

Takashi Ogawa (February 26, 1954)	Re-
election

Brief profile, position and responsibility at the Company (Significant concurrent positions)

April 1976	Joined NIPPONDENSO CO., LTD. (current DENSO CORPORATION)
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
June 2008	Managing Director of DENSO CORPORATION
June 2012	President of the Indonesian entity of DENSO CORPORATION
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 of the Company
June 2023	Chairperson of the Company (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 gained so far at the Company and other companies, and thus we consider him to be appropriate as a Candidate for Director and request his election.

Candidate No.
2	Ikuo Oshiro		Re-
(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
11,880 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
	June 2023	President & CEO (incumbent)

[Reasons for the nomination]

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

Candidate No.

3

Number of shares of the

Company owned by

Candidate 3,680 shares

Masahiro Emura (November 14, 1970)	Re-
election

Brief profile, position and responsibility at the Company (Significant concurrent positions)

April 1989	Joined the Company
April 2007	Manager of the Seal Production Section in the Ageo Plant of the Company
October 2008	Plant Manager of SIAM FUKOKU CO., LTD.
April 2009	Vice President of SIAM FUKOKU CO., LTD.
April 2014	Plant Manager of Seal Business in the Ageo Plant of the Company
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
June 2023	Director & Corporate Officer, Head of Administration Headquarters, Head of Human Resources
	Planning Department, in charge of safety and quality and FAI/FMX (incumbent)

[Reasons for the nomination]

Mr. Masahiro Emura has rich experience in manufacturing, which is the root of our business, and leadership skills. 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

Number of shares of the

Company owned by

Candidate

0 shares

Ikjun Kwon (February 26, 1973)	New
election

Brief profile, position and responsibility at the Company (Significant concurrent positions)

April 1996 Joined the Company, Overseas Sales Dept.

April 1999 Overseas & Domestic Sales Department, Hyundai Electronics Industries Corporation

January 2002 Enrolled in University Central Oklahoma

May 2005 Received an MBA from the university

May 2005 Joined the Company, and seconded to FUKOKU America, Inc. February 2009 Director, Technical Sales Department, FUKOKU Korea Co., Ltd.

January 2015 President of FUKOKU Korea Co., Ltd.

March 2016 Co-representative President & CEO of FUKOKU Korea Co., Ltd.

December 2019 Sole Representative President & CEO of FUKOKU Korea Co., Ltd. (incumbent)

January 2020 Chairman of Qingdao FUKOKU Auto Fittings (incumbent)

[Reasons for the nomination]

Mr. Ikjun Kwon has extensive business experience and a global perspective through his global business experience in Korea, Japan, and the U.S., as well as managing subsidiaries of the Company in Korea and China. We consider him to be appropriate as a candidate for Director in order for the Company to further advance globalization and request his election.

Candidate No.

5

Number of shares of the

Company owned by

Candidate 4,400 shares

Robert H. Janson (June 14, 1949)	Outside		Re-
	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)
August 1978	Joined Audi NSU Auto Union
January 1980	Transferred from Audi NSU Auto Union to Volkswagen
July 1980	Representative of Volkswagen Audi Japan
July 1983	Vice President & Representative Director of Volkswagen KK (current Volkswagen Group Japan KK)
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 (Outside) and Member of the Nomination and Remuneration Committee of the Company
	(incumbent)

[Reason for the nomination and the expected role]

Mr. 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.

Candidate No.
6	Hiroko Shimizu (March 8, 1957)	Outside		Re-
	election

Number of shares of the

Company owned by

Candidate

0 shares

Brief profile, position and responsibility at the Company (Significant concurrent positions)

April 1979	Joined Fujitsu Limited
April 2002	Personnel & General Affairs Service Center Manager
April 2002	President of Fujitsu Human Resources Professionals Limited
April 2007	Principal General Manager of Service Business Headquarters of Fujitsu Limited
May 2011	Chief Examiner of ISO/IEC JTC1 SC40/WG3 Committee
September 2013	Managing Corporate Officer of HR One Corporation
November 2015	Corporate Officer of Tokyo System Research Corp.
June 2021	Outside Director of Raito Kogyo Co., Ltd. (incumbent)
June 2022	Director (Outside) and Member of the Nomination and Remuneration Committee of the Company
	(incumbent)
September 2023	Outside Director of NIITAKA Co., Ltd. (incumbent)

[Reason for the nomination and the expected role]

Ms. Hiroko Shimizu has broad knowledge as an IT expert and extensive experience in working in human resources departments in addition to operational experience in many companies as well as having abundant experience and knowledge in business management through obtaining a master's degree in business administration and other roles. The Company expects her to provide appropriate suggestions and advice as an Outside Director. Accordingly, we consider her appropriate as a candidate for Director (Outside), and request her election.

If Ms. Hiroko Shimizu is elected, the Company expects her to provide oversight, supervision and advice on the Company's management and business execution in an independent position as Outside Director based on her wealth of experience and knowledge on management, and for her to continue 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.

Candidate No.

7

Number of shares of the

Company owned by

Candidate

0 shares

Yutaka Koizumi (May 27, 1956)	Outside		Re-
	election

Brief profile, position and responsibility at the Company (Significant concurrent positions)

April 1980	Joined Canon Inc.
April 2005	General Manager of the No. 1 Development Department of Inkjet Components of Canon Inc.
January 2010	General Manager of Inkjet Component Development Center of Canon Inc.
April 2016	Chief Engineer of Musashi Engineering, Inc. (incumbent)
June 2023	Director (Outside) and Member of the Nomination and Remuneration Committee of the Company
	(incumbent)

[Reason for the nomination and the expected role]

Mr. Yutaka Koizumi has extensive experience in technological development and business expansion and a wealth of knowledge as well as experience in business operations at other companies. 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. Yutaka Koizumi 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 in management and technological knowledge, and to continue 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.

(Note) 1. There are no special conflicts of interest between any of the candidates and the Company.

1. Mr. Robert H. Janson, Ms. Hiroko Shimizu, and Mr. Yutaka Koizumi are the candidates for Outside Directors. The reasons for nominating them as Outside Directors are as described in the 'Reason for the nomination and the expected role' above.
2. Mr. Robert H. Janson, Ms. Hiroko Shimizu, and Mr. Yutaka Koizumi meet the requirements for Independent Director specified by the Tokyo Stock Exchange, Inc.
3. Mr. Robert H. Janson, Ms. Hiroko Shimizu, and Mr. Yutaka Koizumi are currently Outside Directors of the Company, and their terms in office will be three (3) years, two (2) years, and one (1) year, respectively, at the conclusion of this General Meeting of Shareholders.
4. If the proposal under this agenda item is approved as proposed, the Company plans to continue an agreement to limit liability under Article 423, Paragraph 1, of the Companies Act with Mr. Robert H. Janson, Ms. Hiroko Shimizu, and Mr. Yutaka Koizumi pursuant to the provisions of Article 427, Paragraph 1, of the said Act. The amount of liability under the said agreement shall be one hundred thousand (100,000) yen or the minimum amount provided for by the laws and regulations, whichever is higher.
5. The Company maintains a directors and officers liability insurance policy with an insurance company, and the candidates shall be included as insured under the relevant insurance policy. For the outline of the details of the directors and officers liability insurance policy, please refer to "2. Current Status of the Company, 4. Status of
   Directors and Officers of the Company, (4) Outline of Details of Directors and Officers Liability Insurance Policy" in the Business Report.

For your reference

1. Skills of executive Directors (if candidates for Directors are elected at this General Meeting of Shareholders)

Expertise and experiences that the Company expects from Directors

Sympathy with

Finance and

Director

Title

the passion and

Legal and

Business

human

Manufacturing

spirit of the

Diversity

internal

Sales

R&D

management

resources

and quality

company's

controls

strategies

founding

Takashi

Chairperson

●

●

●

●

●

●

Ogawa

Ikuo Oshiro

President & CEO

●

●

●

●

●

●

Masahiro

Director &

●

●

●

●

●

●

Emura

Corporate Officer

Ikjun Kwon

Director

●

●

●

●

●

●

2. Skills of Outside Directors and Audit and Supervisory Committee Members (if candidates for Directors are elected at this General Meeting of Shareholders)

		Expertise and experiences that the Company expects from Directors
							Statement of opinions		Reflection of
					Finance and		concerning nomination,
Director	Title				Legal and		opinions of
Business			human	remuneration, etc.
Diversity		internal		stakeholders
		management		resources	(Nomination and
			controls		including
					strategies	Remuneration
							shareholders
							Committee Members)
	Director (Outside)
Robert H.	Independent Corporate Officer	●	●		●		●		●
Janson	Member of the Nomination
	and Remuneration Committee
	Director (Outside)
Hiroko	Independent Corporate Officer	●	●		●		●		●
Shimizu	Member of the Nomination
	and Remuneration Committee
	Director (Outside)
Yutaka	Independent Corporate Officer	●	●		●		●		●
Koizumi	Member of the Nomination
	and Remuneration Committee
	Director
Takashi	(Audit and Supervisory		●		●	●	●		●
Committee Member)
Kimura
Member of the Nomination
	and Remuneration Committee
	Director
	(Audit and Supervisory
Yasuhiro	Committee Member, Outside)		●		●	●	●		●
Fujiwara	Independent Corporate Officer
	Member of the Nomination
	and Remuneration Committee
	Director
	(Audit and Supervisory
Yoshifumi	Committee Member, Outside)		●		●	●	●		●
Akazawa	Independent Corporate Officer
	Member of the Nomination
	and Remuneration Committee

Agenda No. 2 Election of One (1) Director who is Substitute Audit and Supervisory Committee Member The term of Ms. Hiroko Shimizu, who was elected as a Director who is a substitute Audit and Supervisory

Committee Member at the 69th Ordinary General Meeting of Shareholders held on June 28, 2022, shall expire at the beginning of this Ordinary General Meeting of Shareholders. Accordingly, in order to prepare for the case where the number of Directors who are Audit and Supervisory Committee Members falls below the number stipulated by laws and regulations, we request the election of one (1) Director who is a substitute Audit and Supervisory Committee Member once again. Please note that the election may be made invalid by a resolution of the Board of Directors of the Company, provided the person elected has not assumed office.

In addition, the details of the proposal under this agenda item have been consented to by the Audit and Supervisory Committee and 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. The candidate for Director who is a substitute Audit and Supervisory Committee Member is as follows.

Hiroko Shimizu (March 8, 1957)
Outside

Number of shares of the

Company owned by

Candidate

0 shares

Brief profile, position and responsibility at the Company (Significant concurrent positions)

April 1979	Joined Fujitsu Limited
April 2002	Personnel & General Affairs Service Center Manager
April 2002	President of Fujitsu Human Resources Professionals Limited
April 2007	Principal General Manager of Service Business Headquarters of Fujitsu Limited
May 2011	Chief Examiner of ISO/IEC JTC1 SC40/WG3 Committee
September 2013	Managing Corporate Officer of HR One Corporation
November 2015	Corporate Officer of Tokyo System Research Corp.
June 2021	Outside Director of Raito Kogyo Co., Ltd. (incumbent)
June 2022	Director (Part-time/Outside) and Member of the Nomination and Remuneration Committee of the
	Company (incumbent)
September 2023	Outside Director of NIITAKA Co., Ltd. (incumbent)

[Reason for the nomination and the expected role]

Ms. Hiroko Shimizu has broad knowledge as an IT expert and extensive experience in working in human resources departments in addition to operational experience in many companies, as well as having abundant experience and knowledge in business management through obtaining a master's degree in business administration and other roles. The Company expects her to use her knowledge for the audit system of the Company if she is elected as a Director who is an Audit and Supervisory Committee Member, and considers her appropriate as a candidate for a substitute Director who is an Audit and Supervisory Committee Member (Outside Director), and request her election.

If Ms. Hiroko Shimizu is elected, the Company expects her to provide oversight, supervision and advice on the Company's management and business execution in an independent position as Outside Director based on her wealth of experience and knowledge on management, and for her to continue 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.

(Note) 1. There are no special conflicts of interest between the candidate and the Company.

1. We request Ms. Hiroko Shimizu, the candidate for a Director who is a substitute Audit and Supervisory Committee Member, to be elected as a substitute Outside Director.
2. Ms. Hiroko Shimizu meets the requirements of independent Executive Officer specified by the Tokyo Stock Exchange, Inc.
3. Ms. Hiroko Shimizu is currently an Outside Director of the Company, and her term of office will be two (2) years at the conclusion of this General Meeting of Shareholders.
4. If Agenda No. 1 "Election of Seven (7) Directors (Excluding Directors who are Audit and Supervisory Committee