Notice of the 79th ordinary general meeting of shareholders

[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 13, 2022

Dear Shareholders

Motoaki Arima

Representative Director and President

Futaba Corporation

629 Oshiba, Mobara, Chiba Prefecture,

Japan

NOTICE OF THE 79th ORDINARY GENERAL MEETING OF

SHAREHOLDERS

We are pleased to notify you that the 79th Ordinary General Meeting of Shareholders of the Company will be held as described below.

In order to prevent the spread of the novel coronavirus (COVID-19) infection, you are strongly advised to exercise your voting rights in advance by returning the enclosed Voting Rights Exercise Form or via the Internet, etc., and refrain from attending the Ordinary General Meeting of Shareholders in person.

Please review the Reference Documents for the General Meeting of Shareholders, and exercise your voting rights by no later than 5:00 p.m. on Tuesday, June 28, 2022 (Japan Time).

1. Date and Time: Wednesday, June 29, 2022 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. Business Report, Consolidated Financial Statements for the 79th Fiscal Year

(from April 1, 2021 to March 31, 2022) and results of audits by the Accounting Auditor and the Audit and Supervisory Committee of the Consolidated Financial Statements

2. Non-Consolidated Financial Statements for the 79th Fiscal Year (from April 1, 2021 to March 31, 2022)

Proposals to be resolved:

Proposal No. 1: Appropriation of Surplus

Proposal No. 2: Reduction in Amount of Capital Reserve

Proposal No. 3: Partial Amendments to the Articles of Incorporation

Proposal No. 4: Election of Six Directors (excluding Directors who are Audit and Supervisory Committee Members)

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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. Pursuant to laws and regulations and provisions in Article 16 of the Company's Articles of Incorporation, of the matters to be included in this convocation notice, Systems to Secure the Properness of Business Activities and the Status of Implementation of the Systems, Notes to Consolidated Financial Statements and Notes to Non-Consolidated Financial Statements are provided on the Company's website (https://www.futaba.co.jp/en) instead of being included in this notice. The accompanying documents for this notice are parts of the Business Report, Consolidated Financial Statements and Non-Consolidated Financial Statements audited by the Accounting Auditor or the Audit and Supervisory Committee when they prepared the Accounting Audit Report or Audit Report.
3. Subsequent amendments to the Reference Documents for the General Meeting of Shareholders, the Business Report, Consolidated Financial Statements and Non-Consolidated Financial Statements will be posted on the Company's website (https://www.futaba.co.jp).

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[Translation for Reference and Convenience Purposes Only]

REFERENCE DOCUMENTS FOR THE GENERAL MEETING OF SHAREHOLDERS

Proposals and References

Proposal No. 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 ¥14 per share as the year-end dividend for the 79th fiscal year.

The annual dividend per share for the fiscal year under review, including the interim dividend of ¥14 per share already paid out, will be ¥28 per share.

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

(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.

Based on the above basic policy, the Company strives for a steady dividend at an annual minimum of ¥28 per share with a target consolidated dividend payout ratio of 30% for the period of the second medium-term management plan (from fiscal year ended March 31, 2021 to fiscal year ending March 31, 2023).

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Proposal No. 2: Reduction in Amount of Capital Reserve

1. Reasons for reduction in amount of capital reserve

To prepare for a dynamic capital policy in the future and secure flexibility in financial strategy, the Company proposes, in accordance with the provisions of Article 448, Paragraph 1 of the Companies Act, to reduce the amount of capital reserve and transfer the reduced amount to other capital surplus.

2. Details of reduction in amount of capital reserve

1. Amount of capital reserve to be decreased
   The Company proposes to reduce the capital reserve of ¥ 21,594,729,199 by ¥ 18,000,000,000 and to transfer the full reduced amount to other capital surplus. The total amount of the capital reserve after the reduction will be ¥ 3,594,729,199.
2. Effective date of reduction in amount of capital reserve August 31, 2022

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[Translation for Reference and Convenience Purposes Only]

Proposal No. 3: Partial Amendments to the Articles of Incorporation

1. Reasons for proposal

The amended provisions stipulated in the proviso of Article 1 of the Supplementary Provisions of the "Act Partially Amending the Companies Act" (Act No. 70 of 2019) will be enforced on September 1, 2022. Accordingly, the Company proposes to establish provisions to take measures for electronic provision of information contained in the reference documents for general meetings of shareholders, etc. and to limit the scope of matters to be included in the paper copy to be sent to shareholders who have requested it.

The provisions related to the internet disclosure and deemed provision of the reference documents for general meeting of shareholders, etc. will become unnecessary and will therefore be deleted. In line with these changes the Company proposes to establish supplementary provisions related to the effective date, etc.

2. Details for amendments

The details of the amendments are as follows.

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