20100603_soukai_syousyu_e

June 2, 2010 To Our Shareholders with Voting Rights

512 Miyazawa-cho, Akishima City, Tokyo

Foster Electric Company, Limited

Yukio Miyata, President

NOTICE OF THE 76TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

We hereby inform you of the 76th Ordinary General Meeting of Shareholders to be held as follows and your attendance will be most sincerely requested.

If you are unable to attend the meeting, please read the attached Reference Documents for the General Meeting of Shareholders and return the Voting Rights Exercise Form with your selections for or against the proposals. The form must reach us by no later than the closing time of our daily business hours (5:15 p.m.) on Monday, June 21, 2010.

1. Date and Time: 10 a.m., Tuesday, June 22, 2010

2. Place:Akishima-shi Kinro Shoko Shimin Center (2F), 10-2, Showa-cho 3-chome,

Akishima City, Tokyo

3. Agenda of the Meeting

Matters to be reported:

1. The Business Report and Consolidated Financial Statements for the 76th Fiscal Term

(from April 1, 2009 to March 31, 2010) and results of audits by the Accounting

Auditor and the Board of Corporate Auditors of the Consolidated Financial

Statements

2. Non-consolidated Financial Statements for the 76th Fiscal Term (from April 1, 2009

to March 31, 2010).

Matters to be resolved:

Proposal: Distribution of Surplus

For those attending, please present the enclosed Exercise Voting Rights Form at the reception on arrival at the meeting.

In the event any matters are to be changed with respect to the meeting, the changes will be disclosed immediately on the Company's website (http://www.foster.co.jp/).

A translation of the Notice of the 76th Ordinary General Meeting of Shareholders is found on the Company’s website (shown above).

Note: 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.

Reference Documents for the General Meeting of Shareholders

Proposal and references

Proposal: Distribution of Surplus

Regarding the distribution of profits, the Company considers enhanced corporate value to be a major

management issue while following a basic policy of promoting comprehensive improvements in

shareholders’ profits by building a harmonious balance between the distribution of profits commensurate with business results and the enhancement of internal reserves from a long-term point of view.

Given the consideration above, we propose the year-end dividends of ￥30 per share. Accordingly, since the Company paid an interim dividend of \16 per share, the annual dividend would be \46 per share.

(1) Allotment of property dividend to shareholders and the total amount

30 yen per share of common stock of the Company Total amount: 699,878,340 yen

(2) Effective date of distribution of surplus: June 23, 2010

(REFERENCE)

Financial Highlights

(Year ended March 31)

March 2006March 2007March 2008March 2009March 2010

1. Consolidated financial highlights

Net sales (Millions of yen)66,04775,70586,666 77,709 88,417 Ordinary income (Millions of yen)5,6234,6506,883 2,249 9,151 Net income (Millions of yen)2,8422,8214,099 1,698 5,736

Net assets (Millions of yen)22,86725,48225,719 24,704 33,456

Total assets (Millions of yen)38,63543,75243,169 45,517 51,532

Net assets per share (Yen) 947.191,057.131,066.97 1,081.51 1,373.39

Net income per share (Yen) 119.92117.04170.08 73.15 263.91

Equity ratio (%) 59.258.259.6 51.3 62.2 Return on equity (%) 14.011.716.0 6.9 20.7

Cash flows from operating

activities (Millions of yen)4,4342,6803,696 6,749 8,438

Cash flows from investing

activities (Millions of yen)(3,174)(4,838)(4,835) (3,594) (2,144)

Cash flows from financing

activities (Millions of yen)785(196)1,345 (586) (1,441)

Cash and cash equivalents at

year-end (Millions of yen)5,1823,0362,813 4,989 9,896

2. Non-consolidated financial highlights

Net sales (Millions of yen)45,46553,53763,247 60,335 64,511 Ordinary income (Millions of yen)3,4873,7654,725 4,013 2,896

Net income (Millions of yen)1,2832,4022,785 1,555 2,410 Common stock (Millions of yen)3,7703,7703,770 3,770 3,770

Total number of shares issued (Thousands of shares)24,10624,10624,106 24,106 23,506

Net assets (Millions of yen)17,09819,08320,710 19,033 24,900

Total assets (Millions of yen)26,08428,47632,295 30,973 35,709

Net assets per share (Yen) 708.08791.65859.17 881.00 1,067.36

Annual dividends per share

[Interim dividends per share] (Yen) 15.00

[5.00]

24.00

[9.00]

36.00

[16.00]

30.00

[18.00]

46.00

[16.00]

Net income per share (Yen) 53.5699.68115.56 66.99 110.91 Equity ratio (%) 65.567.064.1 61.5 69.7 Return on equity (%) 8.113.314.0 7.8 11.0 Payout ratio (%) 28.024.131.2 44.8 41.5 Notes: 1. T he financial highlights are not presented in the original Notice of the Ordinary General Meeting of Shareholders in Japanese.

2. M oreover, some of the figures in this document have been prepared based on financial statements, which are

not included in the original Notice of the Ordinary General Meeting of Shareholders in Japanese.

3. F igures have been prepared in accordance with the accounting principles generally accepted in Japan, which

are different in certain respects from application and disclosure requirements of the International Financial Reporting Standards.

Consolidated Balance Sheet

(as of March 31, 2010)

(Millions of yen) Assets Liabilities

Account item Amount Account item Amount Current assets 35,649Current liabilities 16,155 Cash and deposits 9,998Notes and accounts payable - trade 5,877 Notes and accounts receivable - trade 14,347Short-term loans payable 5,527

Finished goods 5,033 Raw materials 3,413Current portion of long-term loans

payable

43

Work in process 580Accounts payable - other 1,733 Supplies 110Accrued income taxes 456 Short-term loans receivable 137Accrued expenses 740 Accounts receivable - other 879Deferred tax liabilities 951 Income taxes receivable 491Reserve for bonuses 550 Deferred tax assets 554Other 275 Other 1,131Long-term liabilities1,920 Allowance for doubtful accounts (1,026)Log-term loans payable1,165 Fixed assets 15,882Deferred tax liabilities 329 Tangible fixed assets 10,845Reserve for retirement benefits 263 Buildings and structures 3,163Reserve for retirement benefits for

directors and corporate auditors 58 Machinery and transportation

equipment 4,787Others 103 Tools, furniture and fixtures 1,381Total liabilities 18,075 Land 1,088Net assets

Construction in progress 424Shareholders’ equity 37,477 Intangible fixed assets 1,449Common stock3,770 Goodwill 375Capital

surplus6,372 Leasehold rights 381Retained earnings27,466 Software 644Treasury stock(132) Other48Valuation and translation adjustments (5,436) Investments and other assets 3,588Net unrealized gain on securities 155 Investment securities 2,232Foreign currency translation adjustment (5,592) Long-term loans receivable 133Minority interests 1,416 Long-term prepaid expenses 606

Deferred tax assets 326

Other 317

Allowance for doubtful accounts (28)Total net assets33,456 Total assets 51,532Total liabilities and net assets 51,532 Note: Figures less than ￥1,000,000 are rounded down to the nearest ￥1,000,000.

Consolidated Statement of Income

(from April 1, 2009, to March 31, 2010)

(Millions of yen) Account item Amount

Net sales 88,417 Cost of sales 68,916 Gross profit19,500 Selling, general and administrative expenses 10,409 Operating income9,090 Non-operating income:

Interest income 40

Dividends income 31

Equity in earnings 1

Miscellaneous income 318 391 Non-operating expenses:

Interest expenses 184

Foreign exchange loss 72

Miscellaneous loss 74 331 Ordinary income 9,151 Extraordinary gains:

Gain on sales of fixed assets 114

Reversal of allowance for doubtful accounts 174

State subsidy 51 340 Extraordinary losses:

Loss on sales of fixed assets 32

Loss on disposal of fixed assets 252

Loss on devaluation of investment securities 222

Loss on liquidation of subsidiaries 106

Special retirement expenses 12

Provision of allowance for doubtful accounts 623 1,250 Income before income taxes8,241 Income taxes—current 1,236

Refund of income taxes (55)

Income taxes—deferred 1,020 2,200 Minority interest in income 304 Net income 5,736 Note: Figures less than ￥1,000,000 are rounded down to the nearest ￥1,000,000.

Consolidated Statement of Changes in Shareholders’ Equity

(from April 1, 2009, to March 31, 2010)

(Millions of yen)

Shareholders’ equity

Common stock Capital surplus

Retained

earnings

Treasury

stock

Total

shareholders’

equity

Balance as of March 31, 2009 3,7704,56422,334(1,878)

28,790 Changes during the fiscal year

Distribution of surplus (604)(604)

Net income 5,7365,736 Acquisition of treasury stock (0) (0) Disposal of treasury stock 2,2591,295 3,554 Retirement of treasury stock (450)450 -

Net change in items other than

shareholders’ equity during the fiscal year

Total changes during the fiscal year -1,8085,1311,745 8,686 Balance as of March 31, 2010 3,7706,37227,466(132) 37,477

Valuation and translation

adjustments

Net unrealized gain (loss) on securities Foreign currency

translation

adjustment

Total valuation

and translation

adjustments

Minority

interests

Total net assets

Balance as of March 31, 2009 (358)(5,067)(5,425)1,339 24,704 Changes during the fiscal year

Distribution of surplus (604) Net income 5,736 Acquisition of treasury stock (0) Disposal of treasury stock 3,554 Retirement of treasury stock -Net change in items other than

shareholders’ equity during the fiscal

year

514(525)(11)77 66 Total changes during the fiscal year 514(525)(11)77 8,752 Balance as of March 31, 2010 155(5,592)(5,436)1,416 33,456 Note: Figures less than ￥1,000,000 are rounded down to the nearest ￥1,000,000.

Non-consolidated Balance Sheet

(as of March 31, 2010)

(Millions of yen)

Assets Liabilities Account item Amount Account item Amount

Current assets 19,355Current liabilities 9,599 Cash and deposits 5,878Account payable - trade 4,376

Notes receivable - trade 36Short-term loans payable 3,853

Account receivable - trade 9,714Accounts payable - other 579

Finished goods 2,378Accrued income taxes 4

Raw materials 167Accrued expenses 167

Supplies 21Advance received 35

Prepaid expenses 29Deposits received 58

Short-term loans receivable 372Reserve for bonuses 491

Accounts receivable - other 68Other 32

Income taxes receivable 491Long-term liabilities 1,209

Deferred tax assets 377Long-term loans payable1,000

Other 59Deferred tax liabilities165

Allowance for doubtful accounts (239)Others 44

Fixed assets 16,354Total liabilities10,808

Tangible fixed assets 899Net assets

Buildings291Shareholders’ equity24,753

Structures3Common stock3,770

Machinery and equipment 36Capital surplus6,372

Capital reserve 3,896 Vehicles and transportation

equipment 14Other capital surplus2,476

Tool, furniture and fixture 196Retained earnings 14,742

Land 356Legal reserve 373

Intangible fixed assets 550Other retained earnings 14,368

Software 531 Other 18General reserve

Retained earnings brought forward

4,700

9,668

Investment and other assets14,904Treasury stock(132) Investment securities 2,206Valuation and translation adjustments147 Stocks of subsidiaries and affiliates12,198Net unrealized gain on securities 147 Bankruptcy claim, reorganization

claim and other equivalent claim

9

Long-term prepaid expenses 453

Rental deposits 25

Other 67

Allowance for doubtful accounts (28)

Allowance for investment loss to

subsidiaries and affiliates (29)Total net assets 24,900 Total assets35,709Total liabilities and net assets 35,709 Note: Figures less than ￥1,000,000 are rounded down to the nearest ￥1,000,000.

Non-consolidated Statement of Income

(from April 1, 2009 to March 31, 2010)

(Millions of yen) Account item Amount Net sales 64,511 Cost of sales 58,835 Gross profit5,675 Selling, general and administrative expenses 4,503 Operating income1,172 Non-operating income:

Interest income 12

Dividends income 1,744

Rent income 9

Foreign exchange gain 66

Miscellaneous income 7 1,841 Non-operating expenses:

Interest expenses 92

Miscellaneous loss 24 117 Ordinary income 2,896 Extraordinary gains:

Reversal of allowance for doubtful accounts 174 174 Extraordinary losses:

Loss on disposal of fixed assets 7

Loss on devaluation of investment securities 222 229 Income before income taxes 2,841 Income taxes—current 249

Income taxes—deferred 181 430 Net income 2,410 Note: Figures less than ￥1,000,000 are rounded down to the nearest ￥1,000,000.

Non-consolidated Statement of Changes in Shareholders’ Equity

(from April 1, 2009, to March 31, 2010)

(Millions of yen)

Shareholders’ equity

Capital surplus

Common stock

Capital reserve Other capital

surplus

Total capital

surplus

Balance as of March 31, 2009 3,7703,896667 4,564 Changes during the fiscal year

Distribution of surplus

Net income

Acquisition of treasury stock

Disposal of treasury stock 2,259 2,259 Retirement of treasury stock (450) (450) Net change in items other than

shareholders’ equity during the fiscal year

Changes during the fiscal year --1,808 1,808 Balance as of March 31, 2010 3,7703,8962,476 6,372

(Millions of yen)

Shareholders’ equity

Retained earnings

Other retained earnings

Legal

reserve General

reserve

Retained

earnings brought

forward

Total

retained

earnings

Treasury

stock

Total

shareholders’

equity

Balance as of March 31, 2009 3734,7007,86212,936 (1,878) 19,392 Changes during the fiscal year

Distribution of surplus (604)(604) (604) Net income 2,4102,410 2,410 Acquisition of treasury stock (0) (0) Disposal of treasury stock 1,295 3,554 Retirement of treasury stock 450 -Net change in items other than

shareholders’ equity during the fiscal year

Changes during the fiscal year --1,8051,805 1,745 5,360 Balance as of March 31, 2010 3734,7009,66814,742 (132) 24,753 Note: Figures less than ￥1,000,000 are rounded down to the nearest ￥1,000,000.

(Millions of yen) Valuation and translation

adjustments

Net unrealized gain (loss) on securities

Total valuation and

translation adjustments

Total net assets

Balance as of March 31, 2009 (359)(359)19,033 Changes during the fiscal year

Distribution of surplus (604) Net income 2,410 Acquisition of treasury stock (0) Disposal of treasury stock 3,554 Retirement of treasury stock -Net change in items other than

shareholders’ equity during the fiscal year

507507507 Changes during the fiscal year 5075075,867 Balance as of March 31, 2010 14714724,900 Note: Figures less than ￥1,000,000 are rounded down to the nearest ￥1,000,000.