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F.C.C.CO.,LTD. — Proxy Solicitation & Information Statement 2026
May 13, 2026
12098_rns_2026-05-13_02a07d42-dae4-44d7-97a1-e4b35aa362d8.pdf
Proxy Solicitation & Information Statement
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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.
May 13, 2026
Company name: F.C.C. CO., LTD. Listing: Tokyo Stock Exchange Securities code: 7296 Representative: Yoshitaka Saito, President and Representative Director Contact: Mikinobu Nagasaka, Senior Operating Officer, Head of Management and Administration TEL: +81-53-523-2471
Notice Concerning Amendments to the Articles of Association
F.C.C. CO., LTD (hereinafter the “Company”) hereby announces that at the Board of Directors meeting held today, it has resolved to make proposals concerning amendments to the Articles of Incorporation at the 96th Ordinary General Meeting of Shareholders scheduled to be held on June 23, 2026 as described below.
1. Purpose of amendments to the Articles of Incorporation
The Company clearly positions the role of Directors as supervising management and making decisions on important matters. At the same time, the Company has established a system centered around Operating Officers so that business execution is able to respond swiftly and flexibly to changes in the business environment. To clarify the roles of Directors and Operating Officers, and to further enhance the function of Directors and expedite business execution, the Company will reorganize the positions traditionally held by Directors with special titles, such as President, Senior Managing Director, and Managing Director, as positions based on the operating officer system. Even for those who concurrently serve as Directors, the Company will not assign specific titles and will uniformly position them as Directors.
The amendments to the Articles of Incorporation are to be made in consideration of the above system change, and necessary changes will be made to the current Articles of Incorporation, specifically Article 14 (Convener and Chairperson of General Meetings of Shareholders), Article 21 (Representative Director(s) and Directors With Special Titles), and Article 22 (Convener and Chairperson of the Board of Directors Meetings).
2. Details of the Amendments
The details of the amendments are as set out in the attachment.
3. Schedule
Date of General Meeting of Shareholders for amendments to the Articles of Incorporation: June 23, 2026 (Planned) Effective date of amendments to the Articles of Incorporation: June 23, 2026 (Planned)
Attachment
The proposed amendments are as follows.
(Underlined portions indicate amendments.)
| Current Articles of Incorporation |
|---|
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(Convener and Chairperson of General Meetings of Shareholders) Article 14.
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The President and Director shall convene a General Meeting of Shareholders and preside as the meeting’s chairperson.
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When the President and Director is prevented from acting, another Director shall, in accordance with the order determined in advance by the Board of Directors, convene a General Meeting of Shareholders and preside as the meeting’s chairperson.
(Representative Director(s) and Directors With Special Titles) Article 21
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The Board of Directors shall appoint, by its resolution, Representative Director(s) from among Directors (excluding Directors who are Audit and Supervisory Committee Members).
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The Board of Directors may appoint, by its resolution, one Director and Chairman of the Board, one President and Director, one Director and Vice President, one or a small number of Senior Managing Director(s), and one or a small number of Managing Director(s).
(Convener and Chairperson of the Board of Directors Meetings) Article 22.
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Unless otherwise provided for by laws and regulations, the President and Director shall convene the Board of Directors meetings and preside as the meetings’ chairperson.
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When the President and Director is prevented from acting, another Director shall, in accordance with the order determined in advance by the Board of Directors, convene a Board of Directors meeting and preside as the meeting’s chairperson.
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Proposed Amendments
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(Convener and Chairperson of General Meetings of Shareholders) Article 14.
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The Representative Director shall convene a General Meeting of Shareholders and preside as the meeting’s chairperson.
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When the Representative Director is prevented from acting, another Director shall, in accordance with the order determined in advance by the Board of Directors, convene a General Meeting of Shareholders and preside as the meeting’s chairperson.
(Representative Director(s))
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Article 21.
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The Board of Directors shall appoint, by its resolution, Representative Director(s) from among Directors (excluding Directors who are Audit and Supervisory Committee Members).
(Deleted)
(Convener and Chairperson of the Board of Directors Meetings) Article 22.
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Unless otherwise provided for by laws and regulations, the Representative Director shall convene the Board of Directors meetings and preside as the meetings’ chairperson.
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When a Representative Director is prevented from acting, another Director shall, in accordance with the order determined in advance by the Board of Directors, convene a Board of Directors meeting and preside as the meeting’s chairperson.
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