On May 15, 2023, Fukuda Denshi Co., Ltd., announced in its press release that it has decided to oppose the proposals submitted by Japan Absolute Value Fund L.P. for the General Meeting of Shareholders to be held in June 2023. The proposals are as follows, (i) Abolition of ?Basic Policy on Countermeasures against Large-scale Purchase of Company Shares? (ii) Amendment to Articles of Incorporation (Establishment of new provisions regarding countermeasures against large-scale purchase) (iii) Method of determining the amount of remuneration for each individual director (iv) Amendment to Articles of Incorporation (Establishment of new provision regarding method of determining the amount of remuneration for directors).

The company opposes for the following reasons, (i) The abolition, amendment or continuation of the plan will be resolved annually by the Board of Directors and the plan is designed to reflect the will of shareholders. Therefore, the company believes that the plan is neither a ?tool for self-preservation? nor does it ?neglect the will of shareholders?

, (ii) The Board of Directors believes that it is important to establish takeover defense measures in light of nature of the company?s business and it is important to maintain a flexible mechanism. Thus, it is neither appropriate nor necessary to stipulate such a provision in the Articles of Incorporation, (iii) The company believes that the method of determining the amount of remuneration is appropriate and in accordance with decision making policy and does not hinder the company from ?securing and retaining excellent directors? or ?achieving sustainable growth?

as stated in the proposal, (iv) The company believes if it stipulates the method of determination of remuneration in Articles of Incorporation then it will not be able to review it flexibly and could fail to secure excellent human resources.