Furukawa Electric : Notice of the 202nd Annual Shareholders Meeting

[Translation forReference Purpose Only]

June 4, 2024

Dear Shareholders:

Notice of the 202nd Annual Shareholders Meeting

You are cordially invited to attend the 202nd Annual Shareholders Meeting of Furukawa Electric Co., Ltd. to be held on June 26, 2024, at 10:00 a.m., at the conference room of Furukawa Electric Co., Ltd. on the 18th floor of Tokiwabashi Tower, 2-6-4 Otemachi Chiyoda-ku, Tokyo, Japan.

The Annual shareholders meeting will be conducted:

To receive the following reports,

1. Business Report, Consolidated Accounting Documents and the Audit Reports of Account Auditors and Audit & Supervisory Board for Consolidated Accounting Documents for the 202nd fiscal year (from April 1, 2023 to March 31, 2024)
2. Reports on Non-Consolidated Accounting Documents for the 202nd fiscal year (from April 1, 2023 to March 31, 2024)

To consider and act on the following proposals,

Proposal One:	Dividends from surplus
Proposal Two:	Election of eleven (11) Directors
Proposal Three:	Election of one (1) Audit & Supervisory Board Member
Proposal Four:	Election of one (1) Reserve Audit & Supervisory Board Member

The foregoing proposals of business are more fully described in the documents attached and made a part hereof. Your vote is important. When you are attending the Annual shareholders meeting, please bring enclosed Card for Exercise of Voting Rights with you. If you are unable to attend the Annual shareholders meeting, please exercise your voting rights in writing or via the Internet (https://soukai.mizuho-tb.co.jp/). The Card arrived at the Company and the submission via the Internet after 5:00 p.m. on June 25, 2024 would be a void vote.

Sincerely Hideya Moridaira President

DISCLAIMER: This translation may be used only for reference purposes. This English version is not an official translation of the original Japanese version (including Reference Documents for Annual Shareholders Meeting, the Business Report, Financial Statements for the fiscal year ended March 31, 2024, which consist of consolidated balance sheet, and consolidated statement of operation, non-consolidated balance sheet, non-consolidated statement of operation; hereinafter the same). Due to differences of accounting, legal, and other systems as well as language, etc., this English version might contain inaccuracies, and therefore, might be inconsistent with the original import intended in Japanese version. Certain parts of the translation may have been edited to accommodate differences in writing style and expression between English and Japanese version. In the event of any discrepancies between the Japanese and English version, the former shall prevail. Furukawa Electric Co., Ltd. shall accept no responsibility or liability for damage or loss caused by any error, inaccuracy, or misunderstanding with regard to this translation.

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Proposal One: Dividends from surplus

The Company's capital allocation policy is to strike a balance among investments in growth and new business opportunity, improvement of balance sheet and shareholder returns, with management priority.

Based on this policy, as its shareholder return policy during the period of the Medium-term Management Plan (MTMP) "Road to Vision 2030: Transform and Challenge" ending in FY2025, the Company will focus its investment in growth segments in order to increase corporate value through profit growth, and provide a return to shareholders in a stable and continuous manner. Specifically, the Company will make performance-linked dividend distribution, that is projected to be roughly 30% of profit attributable to owners of parent.

It is proposed that the year-end dividends for the current fiscal year be 60 yen per share.

1. Matters concerning allotment of dividend assets to shareholders and total amount of dividends 60 yen per common share of the Company
   Total amount: 4,236,982,920yen
2. Effective date of the dividend from surplus

June 27, 2024

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Proposal Two: Election of eleven (11) Directors

The term of office of all Directors (11 Directors) will expire at the close of the Annual Shareholders Meeting. We therefore request you to appoint 11 Directors.

The candidates for Directors are as shown below.

Candidate		Name				Position/responsibilities
no.
1	Keiichi Kobayashi	Re-election				Chairman and Director
	(Male)
2	Hideya Moridaira	Re-election				President and Representative Director
	(Male)
3	Takashi Tsukamoto	Re-election				Outside Director
	(Male)	Candidate	for	Outside
		Director,	Independent
		Officer
4	Yoshiro Miyokawa	Re-election				Outside Director
	(Male)	Candidate	for	Outside
		Director,	Independent
		Officer
5	Yukiko Yabu	Re-election				Outside Director
	(Female)	Candidate	for	Outside
		Director,	Independent
		Officer
6	Tamotsu Saito	Re-election				Outside Director
	(Male)	Candidate	for	Outside
		Director,	Independent
		Officer
7	Takeo Hoshino	Election				－
	(Male)	Candidate	for	Outside
		Director,	Independent
		Officer
8	Satoshi Miyamoto	Re-election				Director and Corporate Executive Vice
	(Male)					President
						General Manager, Strategy Division

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9	Yoshio Masutani	Re-election	Director and Corporate Senior Vice
	(Male)		President
			General Manager, Global Marketing
			Sales Division
10	Toshio Yanagi	Re-election	Director and Corporate Vice President
	(Male)		General Manager, Risk Management
			Division
11	Koji Aoshima	Election	Corporate Vice President
	(Male)		General Manager, Finance &
			Accounting Division

The Company board of directors selected the candidates here based on the reports from Nominating/ Compensation Committee majority members and Chairman of which are outside directors.

Please see the following pages for the individual candidates' background, anticipated role in the board and other information.

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1.

Keiichi Kobayashi (Male)

[Date of Birth: June 24, 1959]

■ Brief history

April 1985 Joined Furukawa Electric Co., Ltd.

April 2014 Corporate Vice President and General Manager of Copper & High Performance Material Products Division

April 2015 Corporate Senior Vice President, Advisor of Automotive Electronics Material Business, and General Manager of Copper & High Performance Material Products Division

June 2015 Director and Corporate Senior Vice President, Advisor of Automotive Electronics Material Business, and General Manager of Copper & High Performance Material Products Division

April 2016 Representative Director and Corporate Executive Vice President, General Manager of Global Marketing Sales Division

April 2017 President and Representative Director April 2023 Chairman and Director (present post)

Number of shares in the Company 9,800 Shares

Number of Potential shares (*1) 44,322 Shares

The Number of Attendance at the Board of Directors Meetings 16 out of 16 times

The Number of Attendance at Nominating/ Compensation Committee 5 out of 5 times (*3)

■ Important Concurrent Posts

Director (Outside) of NTT DATA Japan Corporation

■Reasons for selection as a candidate for Director

Mr. Keiichi Kobayashi has been engaged in the management of our Group, including in the capacity of President & Representative Director, for long years, and has extensive experience and in-depth insight in business operations and marketing/sales. Since April this year, in the capacity of the chairperson of the Board of Directors being a non-executive officer, he has been supervising business execution by the management team including the President. The Company expects that his wealth of experience in managing our Group and his advanced knowledge of technologies in our core business areas will contribute to stimulating strategic discussion at the Board of Directors to realize "Furukawa Electric Group Vision 2030" formulated by looking toward 2030 as well as further strengthening of corporate governance. Therefore, the Company requests his re-election as a Director.

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2.

Hideya Moridaira (Male)

[Date of Birth: July 13, 1965]

■ Brief history

April 1990 Joined Furukawa Electric Co., Ltd.

April 2014 Section Chief, Corporate Planning Section, Strategy Division

April 2016 General Manager, Planning & Administration Department, Communications Solutions Division April 2017 Deputy General Manager of Communications Solutions Division, General Manager of Planning &

Administration Department (concurrent posts)

Feb. 2020 General Manager of Optical Fiber & Cable Products Division in Communications Solutions Division

April 2020 Corporate Vice President, General Manager of Optical Fiber & Cable Products Division in Communications Solutions Division

April 2021 Corporate Vice President, General Manager of Communications Solutions Division, General Manager of Optical Fiber & Cable Products Division (concurrent posts)

May 2021 Corporate Vice President, General Manager of Communications Solutions Division

April 2022 Corporate Senior Vice President, General Manager of Communications Solutions Division

June 2022 Director and Corporate Senior Vice President, General Manager of Communications Solutions Division

April 2023 President and Representative Director (present post)

Number of shares in the Company 5,500 Shares

Number of Potential shares (*1) 12,106 Shares

The Number of Attendance at the Board of Directors Meetings 16 out of 16 times

The Number of Attendance at Nominating/ Compensation Committee 5 out of 5 times (*3)

■ Important Concurrent Posts

N/A

■Reasons for selection as a candidate for Director

Mr. Hideya Moridaira has significant experience in production technologies and intellectual properties, and led Corporate Planning Section in formulating the previous Medium-term Management Plan. Since 2016, he has served as General Manager of Communications Solutions Division (global business) to promote the transformation of overall Communications Solutions business, thus he has extensive experience in business operations as well as advanced knowledge of technologies in core business areas of our Group. Since April this year, he has assumed the position of President & Representative Director, and played a role in firmly advancing the Medium-term Management Plan (MTMP) "Road to Vision 2030: Transform and Challenge" under his excellent leadership, and further increasing corporate value toward realizing "Furukawa Electric Group Vision 2030". Therefore, the Company requests his re-election as a Director.

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3.

Takashi Tsukamoto (Male)

[Date of Birth: August 2, 1950]

Candidate for outside Director and Independent Officer

■ Brief history

April 1974 Joined The Dai-Ichi Kangyo Bank., Ltd.（presently Mizuho Bank, Ltd.）

April 2002 Executive Officer / General Manager of Human Resources Division of Mizuho Corporate Bank, Ltd. (presently Mizuho Bank, Ltd.）

Mar. 2003 Managing Executive Officer / Head of Risk Management Group and Head of Human Resources Group of Mizuho Financial Group, Inc.

April 2004 Managing Executive Officer / Head of Europe, Middle East and Africa of Mizuho Corporate Bank, Ltd. Mar. 2006 Managing Director / Chief Strategy Officer and Chief Financial Officer of Mizuho Corporate Bank, Ltd. April 2007 Deputy President of Mizuho Corporate Bank, Ltd.

April 2008 Deputy President-Executive Officer / Head of Financial Control and Accounting Group of Mizuho Financial Group, Inc.

June 2008 Deputy President / Head of Financial Control and Accounting Group of Mizuho Financial Group, Inc. April 2009 President & CEO of Mizuho Financial Group, Inc.

June 2011 Chairman of Mizuho Financial Group, Inc. and President & CEO of Mizuho Bank, Ltd. July 2013 Chairman of Mizuho Financial Group, Inc. and Chairman of Mizuho Bank, Ltd.

Nov. 2013 Chairman of Mizuho Financial Group, Inc.

April 2014 Senior Advisor of Mizuho Financial Group April 2017 Honorary Advisor of Mizuho Financial Group

June 2017 Outside Audit & Supervisory Board Member of Furukawa Electric Co., Ltd. June 2021 Director (Outside) of Furukawa Electric Co., Ltd. (present post)

July 2023 Senior Advisor of Mizuho Financial Group, Inc. (present post)

Number of shares in the Company 5,200 Shares

The Number of Attendance at the Board of Directors Meetings 16 out of 16 times

The Number of Attendance at Nominating/ Compensation Committee 5 out of 5 times (*3)

■ Important Concurrent Posts

Senior Advisor of Mizuho Financial Group, Inc. ／ Director (Outside) of Asahi Mutual Life Director (Outside) of AEON CO., LTD. ／ Director (Outside) of Internet Initiative Japan Inc.

■Reasons for selection as a candidate for Director and expected roles

Mr. Takashi Tsukamoto has held several leadership positions, including Director in charge of Finance and Representative Director, in a financial institution, and has a wealth of experience and extensive knowledge of overall corporate management, including finance and accounting. Since he assumed the position of Outside Director of the Company in 2021, he has actively provided advice and recommendations mainly on business strategy, group management, financial policies and investor relations from the perspectives of the Group's global management as well as shareholders and other stakeholders. Furthermore, he has demonstrated his leadership as the chairperson of Nominating/ Compensation Committee as well as outside officer meetings, while taking initiative as the lead outside officer by sharing the recognition of the Company's management challenges among outside officers and by ensuring cooperation between outside officers and the management/Audit & Supervisory Board (Members). As such, he has significantly contributed to improving the Company's corporate governance. As the Group will work on strengthening the corporate governance system and promoting global corporate management, his advice and recommendations on corporate management and finance/accounting based on his experience and expertise, as well as his leadership will be extremely beneficial for the Company. In addition, the Company expects that he will contribute to strengthening the

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oversight function of the Board of Directors from an independent viewpoint. Therefore, the Company requests his re-election as an Outside Director.

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4.

Yoshiro Miyokawa (Male)

[Date of Birth: December 28, 1952]

Candidate for outside Director and Independent Officer

■ Brief history

April 1975 Joined Yamanouchi Pharmaceutical Co., Ltd. (presently Astellas Pharma Inc.)

Jan. 2003 General Manager, Business Process Innovation Promotion Department, Yamanouchi Pharmaceutical Sept. 2004 Leader, Integration Secretariat, Merger Preparatory Committee, Group Strategy Planning

Department, Yamanouchi Pharmaceutical

April 2005 General Manager, Integration Promotion Department, Astellas Pharma Inc.

Sept. 2005 Executive Officer and General Manager, Business Innovation Department, Astellas Pharma Inc. April 2006 Executive Officer and General Manager, Human Resources Department, Astellas Pharma Inc. April 2008 Executive Officer and Chief Administrative Officer, Astellas Pharma Inc.

June 2008 Senior Executive Officer and Chief Administrative Officer, Astellas Pharma Inc.

June 2011 Vice President and Executive Officer, Astellas Pharma Inc.

June 2013 Representative Director & Vice President, Chief Administrative Officer, and Chief Compliance Officer, Astellas Pharma Inc.

June 2017 Retired from Astellas Pharma Inc.

June 2019 Director (Outside) of Furukawa Electric Co., Ltd. (present post)

Number of shares in the Company 3,100 Shares

The Number of Attendance at the Board of Directors Meetings 16 out of 16 times

The Number of Attendance at Nominating/ Compensation Committee 5 out of 5 times (*3)

■ Important Concurrent Posts

N/A

■Reasons for selection as a candidate for Director and expected roles

Mr. Yoshiro Miyokawa assumed prominent administrative positions and served as Representative Director & Vice President at a large pharmaceutical company and has extensive experience and in-depth insight in corporate management, personnel policy, and compliance among others. Since he assumed the position of Outside Director of the Company, he has actively provided advice and recommendations mainly on corporate governance, business strategy, and human resource development to improve governance of the entire Group. His advice and recommendations on corporate management and compliance based on his experience and expertise will be extremely useful while the Company intends to further enhance the group governance system for the entire Group. In addition, the Company expects that he will contribute to strengthening the oversight function of the Board of Directors from an independent viewpoint. Therefore, the Company requests his re-election as an Outside Director.

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5.

Yukiko Yabu (Female)

[Date of Birth: June 23, 1958]

Candidate for outside Director and Independent Officer

■ Brief history

April 1981 Joined Matsushita Electric Industrial Co., Ltd. (presently Panasonic Corporation)

Jan. 2006 Director of Lifestyle Value Research Laboratory, R&D Headquarters, Home Appliances Company, Matsushita Electric Industrial Co., Ltd.

Jan. 2011 Director of Global Consumer Research Center, Corporate Brand Strategy Division, Panasonic Corporation

April 2012 Director of Consumer Research Center, Global Consumer Marketing Sector, Panasonic Corporation April 2013 Director and Group Manager responsible for consumer research at the Global Marketing Planning

Center, Appliances Company, Panasonic Corporation Mar. 2014 Retired from Panasonic Corporation

June 2014 Director (Outside) of DUSKIN CO., LTD.

June 2015 Director (Outside) of TAKARA HOLDINGS INC.

June 2016 Director (Outside) of Daiwa House Industry Co., Ltd. (present Post)

June 2019 Director (Outside) of Furukawa Electric Co., Ltd. (present post)

June 2021 Director (Outside), Audit and Supervisory Committee Member of IBIDEN CO., LTD (present post)

Number of shares in the Company 2,100 Shares

The Number of Attendance at the Board of Directors Meetings 16 out of 16 times

The Number of Attendance at Nominating/ Compensation Committee 5 out of 5 times (*3)

■ Important Concurrent Posts

Director (Outside) of DAIWA HOUSE INDUSTRY CO., LTD.

Director (Outside), Audit and Supervisory Committee Member of IBIDEN CO., LTD

■Reasons for selection as a candidate for Director and expected roles

Ms. Yukiko Yabu has served as outside director of several listed companies including our Company, although she has not engaged in corporate management in any other capacity; and has a wealth of experience and advanced knowledge of customer-oriented marketing and product development based on her experience with a leading electrical appliance manufacturer. Since she assumed the position of Outside Director of the Company, she has actively provided advice and recommendations mainly on business strategy, marketing, and diversity from a broad perspective. Her advice and recommendations based on her experience and expertise in marketing and product development, among others, will be extremely useful while the Group aims at further accelerating global sales expansion. In addition, the Company expects that she will contribute to strengthening the oversight function of the Board of Directors from an independent viewpoint. Therefore, the Company requests her re-election as an Outside Director.

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