[TRANSLATION]1(Securities Code: 9067)
Jun. 5, 2017
To: Shareholders
7-2, Nihombashi-koamicho,Chuo-ku, TokyoMaruwn Corporation
President & Director, Yasuji Araki
Notice of Annual Shareholders Meeting for 115th Business Year
Dear Sirs and Madams:
Thank you very much for your special and continued supports for us.
We hereby notify you that the Annual Shareholders Meeting for 115th BusinessYear will be held as described below, and you are cordially invited to attend such
Shareholders Meeting.
If you are not able to attend the Shareholders Meeting, you may exercise yourvoting rights in either of the following ways, and therefore, it is greatly appreciatedthat you would exercise your voting rights by reviewing the attached Reference
Documents for the Shareholders Meeting.
・ Method for exercise of voting rights in writing
Please indicate “approval” or “disapproval” on proposals in the enclosed
voting form and send it back so that such voting form may reach us by
5:00 p.m. on Monday, Jun. 26, 2017.
・ Method for exercise of your voting rights by electromagnetic means(including through the internet)
Please refer to “Exercising Voting Rights by Electromagnetic Means” onpage [4] and enter “approval” or “disapproval” on proposals by 5:00 p.m.
on Monday, Jun. 26, 2017.
Sincerely yours,
1This English translation is prepared for reference purposes only, and in the event of any

discrepancies between the English translation and the Japanese version, the Japanese version prevails.

11Date and Time

10:00 a.m. on Tuesday, Jun. 27, 2017

2

Venue

“Bellesalle Yaesu”, 3rd Floor, Yaesu Firstfinancial
Building
3-7, Yaesu 1-chome, Chuo-ku, Tokyo(Venue is different from the place where the Annual
Shareholders Meeting was held last year, and please be
careful by reference to “Map for Venue of Shareholders
Meeting” at the end of this document if you attend theShareholders Meeting.)

3

Matters Which is
Purpose ofMeeting

Matters to be reported
1. Report on the contents of Business Report withrespect to 115th Business Year (from Apr. 1, 2016 toMar. 31, 2017), and report on the contents ofConsolidated Financial Statements and the results ofaudit of the Consolidated Financial Statements byAccounting Auditor and by Audit and Supervisory
Committee with respect to 115th Business Year (fromApr. 1, 2016 to Mar. 31, 2017).
2. Report on the contents of Nonconsolidated
Financial Statements with respect to 115th BusinessYear (from Apr. 1, 2016 to Mar. 31, 2017).
Matters to be resolvedFirst Proposal
Election of Five (5) Directors(who are not to be an Audit andSupervisory Committee
Member)Second Proposal
Election of One (1) Director to bean Audit and Supervisory
Committee Member
Third Proposal
Revision of Remuneration for
Directors who are Audit andSupervisory Committee
Members

4

Matters relating to 1.
If no indication of “approval” or “disapproval” on
exercising voting
each proposal is made in the voting form submitted torights
us, the indication of “approval” of the Company’s
2proposal shall be deemed to be made.
2.
If voting rights are exercised both by voting formand by electromagnetic means (including through theinternet), the exercise of voting rights by electromagnetic
means (including through the internet) shall be deemedvalid.
3.
If voting rights are exercised by electromagnetic
means (including through the internet) more than once,
the last exercise of voting rights by electromagnetic
means (including through the internet) shall be deemedvalid.

◎ If you attend the Shareholders Meeting, please bring the enclosed voting formand submit it at the front desk.
◎ Reference Documents for the Shareholders Meeting, and the Business Report,
Nonconsolidated Financial Statements and Consolidated Financial Statements
are disclosed on the Company’s website (http://www.maruwn.co.jp). If any
revision is necessary to those materials, we will also disclose the revised itemson the same website.
◎ Would you please allow that the Company’s members will be in no-necktie style,and would you please attend the Shareholders Meeting in easy wear.
◎ Immediately following this Shareholders Meeting, we will hold the briefing
session for shareholders, and the social gathering for shareholders (with lightbuffet). We understand that you are very busy, but if you are available, it isgreatly appreciated that you could attend such briefing session and socialgathering.

3

Exercise of Voting Rights by Electromagnetic Means (including through theInternet)
1. Website for Exercise of Voting Right
You may exercise your voting rights by electromagnetic means (includingthrough the internet) only on the dedicated voting right exercise website(http://www.web54.net). Please access to the above website, and according
to the instructions displayed on the screen, enter your voting right exercise
code and password printed on the right side of your voting form, so that you
can enter “approval” or “disapproval”.
2. Exercise of Voting Rights(1) You may exercise your voting rights by 5:00 p.m. on Monday, Jun. 26,
2017, but it is highly appreciated that you would exercise your votingrights earlier.
(2) If you exercise your voting rights both by voting form and byelectromagnetic means (including through the internet), the exercise ofvoting rights by electromagnetic means (including through the internet)
shall be deemed valid.
(3) If you exercise your voting rights by electromagnetic means (includingthrough the internet) more than once, the last exercise of voting rights
shall be deemed valid.
3. Password(1) Password is the important information to prove the identity of a person
exercising voting rights. Please keep your password in safety. We aresorry but we cannot tell your password to your inquiry by telephone orother means. For the purpose of ensuring security, you will be required
to change your password at the time of first login.
(2) If you enter wrong password in a couple of times, you cannot exercise yourvoting rights by electromagnetic means (including through the internet).
In such case, please follow the procedures in accordance with theinstructions displayed on the screen.
(3) The voting right exercise code provided to you this time is valid only for thisShareholders Meeting.
4. Costs in relation to access to the voting rights exercise website
Use of the voting right exercise website may require the costs such as
connection fees to the providers and communication charges to thecommunication carriers, and you will need to bear such costs.
45. Contact details for inquiries such as how to operate a computer(1) If you have any inquiry on operation of computer in relation to the exercise
of voting rights on the voting right exercise website, please contact:
Sumitomo Mitsui Trust Bank, Transfer Agent Web-Support, DedicatedLine[telephone number] 0120-652-031 (Reception Time 9:00 a.m. to 9:00
p.m.)(2) If you have any other inquiries, please contact:(i)
Shareholder having its account in a securities company
A securities company in which you have your account(ii)
Shareholder having no account in a securities company(Shareholder with Special Account (“Tokubetsu Koza”))
Sumitomo Mitsui Trust Bank, Transfer Agent Administration
Center[telephone number] 0120-782-031 (Reception Time 9:00 a.m. to
5:00 p.m. (other than Saturday, Sunday and Public Holiday))5

Reference Documents
First Proposal
Election of Five (5) Directors (who are not to be an Audit and SupervisoryCommittee Member)
The terms of office of all four (4) Directors will expire at the close of thisShareholders Meeting. Therefore, we hereby propose the election of five (5)Directors (who are not to be an Audit and Supervisory Committee Member).
The Audit and Supervisory Committee reviewed this proposal, but there wasno matter specifically pointed out by the Audit and Supervisory Committee.
Candidates for Directors (who are not to be an Audit and Supervisory
Committee Member) are as follows:
Candidate
Number1Name(Date of Birth)

Brief of Personal History,Position and Assignment in theCompany(Current Holding of Important Positions)Jan. 2016 Director,ManagingOfficer,
32,800President of Lubricant Companyof JX Energy Corporation(Current JXTG Nippon Oil &Energy Corporation)
Apr. 2016 AdvisorofJX
EnergyCorporation
Jun. 2016 President and Representative
Director of the Company (topresent)
President of the Company (topresent)
General Manager, Cargo
Business Group of the Company
Reason for nomination as candidate for Director
Mr. Yasuji Araki has operated the Company group as management, and he has led
the entire Company group by showing his strong leadership and has broad
experience and considerable insight with respect to all aspects of corporate
management, and thus, we have decided that he is necessary in order for theCompany to achieve its continuous growth and the medium and long-term
improvement of its corporate value, and therefore, he is nominated as candidate forDirector.
Apr. 1973 Joined the Company
20,200Hideyuki
Apr. 2007 Associate
OfficeroftheTsukano
Company(Feb. 23, 1955)
Apr. 2008 Corporate
OfficeroftheCompany
Jun. 2012 Managing
OfficeroftheCompany
Jun. 2013 Director of the Company (topresent)
General Manager, Dry Cargo
Transport Business Division,
Cargo Transport Group of theCompany
Jun. 2016 President and Representative
Director of Maruwn Logistics,
Kanto Corporation

Yasuji Araki(Mar. 31, 1955)

Reappointment

2
Reappointment

Number ofShares Owned

6(to present)

3
Reappointment

4
New

Reason for nomination as candidate for executive Director
Mr. Hideyuki Tsukano as General Manager of the Dry Cargo Transport Business
Division has made a contribution to the improvement of performance of the Divisionby taking various steps including development of marketing strategies andreorganization of affiliate companies, and has performed his duties as Director fromthe standpoint of total optimization of corporate management. Taking into accountsuch achievements, in order for the Company to aim at the medium and long-term
improvement of its corporate value, he is nominated as candidate for Director.
Apr. 1981 Joined the Company
15,400Noriyuki
Apr. 2010 Associate
OfficeroftheHagiya
Company(Mar. 16, 1958)
Jun. 2012 Corporate
OfficeroftheCompany
Jun. 2013 Director of the Company (topresent)
Apr. 2014 Managing
OfficeroftheCompany (to present)
Jun. 2014 General Manager, International
Freight
Division,
Cargo
Transport
GroupoftheCompany
Apr. 2016 General
Manager,
RetailLogistics
Division,
Cargo
Transport
GroupoftheCompany (to present)
Apr. 2017 General Manager, Dry Cargo
Transport Business Division (topresent)
General Manager, [RetailLogistics Business] Division ofthe Company (to present)
Reason for nomination as candidate for DirectorMr. Noriyuki Hagiya as General Manager of the International Freight Division has
made a contribution to the business expansion of the Division by taking varioussteps including reorganization of the Division and enhancement of business inChina, and has performed his duties as Director from the standpoint of total
optimization of corporate management.
Taking into account such achievements, in order for the Company to aim at thegrowth of Company group by taking various steps such as further strengthening of
the dry cargo transport business, core business of the Company, and independent
development of the retail logistics business, we has decided that he is suitable for
execution of business, and thus, he is nominated as candidate for Director.
Jun. 2012 General
Manager,Tohoku
800
Shinji
BranchofJX
EnergyMatsuiCorporation(currentJXTG(Feb. 3, 1958)
NipponOil&EnergyCorporation)
Apr. 2014 Corporate
Officerof
theCompany
Apr. 2015 Managing
Officerof
theCompany (to present)

7

5New

Jun. 2015 General Manager, Petroleum
Transport
GroupoftheCompany (to present)
Apr. 2016 Managing
Officerof
theCompany,
inchargeof
Corporate Environment & Safety
Dept.
Apr. 2017 General Manager, Lubricant &Chemical Transport Group of
the Company (to present)
Reason for selecting as candidate for Director
Mr. Shinji Matsui, with his broad experience and deep insight with respect to thepetroleum business, has devoted himself to develop a base for the petroleumtransport business although petroleum market has been shrinking, and he has also
performed his duties with respect to the improvement of safety and quality oftransportation which is a basis for customers’ reliance. Taking into account suchachievements, in order for the Company to aim at the growth of the Company groupby further strengthening of the petroleum transport business and the lubricant andchemical transport business, we have decided that he is suitable for execution ofbusiness, and thus, he is nominated as candidate for Director.
Jul. 2012 General Manger, Home Energy
4,000
Chikashi
Department of JX Energy
KosugeCorporation(currentJXTG(Nov. 28, 1958)
NipponOil&Energy
Corporation)
Apr. 2014 Managing
OfficeroftheCompany (to present)
General Manager, Lubricant &Chemical Transport Group
Apr. 2017 Managing Officer of theCompany, in charge of Corporate
Planning, IR and Public Relations
Dept., Accounting Dept., General
Administration Dept., HumanResources Dept., Corporate
Environment & Safety Dept.,
Corporate Quality Assurance
Dept. and IT Dept. (to present)
Reason for nomination as candidate for Director
Mr. Chikashi Kosuge, with his broad experience and deep insight with respect to thepetroleum business, has devoted himself to expand the lubricant and chemicaltransport business of the Company, so that we has perfomed his duties. In order for
the Company to aim at the growth of the Company group by taking various steps
such as improvement of performance in the administrative department, we havedecided that he is suitable for execution of business based on his knowledge acquiredin the lubricant and chemical transport business, and thus, he is nominated as
candidate for Director.

(Note) Each candidate has no special interest with the Company.

8Second Proposal
Election of One (1) Director to be an Audit and Supervisory Committee Member
In order to further strengthen the audit and supervision function particularly
from the viewpoint of compliance, we hereby propose the election of one (1)Director to be an Audit and Supervisory Committee Member.
The Audit and Supervisory Committee has agreed on this proposal.
Candidate for Director to be an Audit and Supervisory Committee Member isas follows:
Number1Name(Date of Birth)

Brief of Personal History,Position and Assignment in theCompany(Current Holding of Important Positions)Registered as attorney-at-law
0
Joined Bingham Sakai MimuraAizawa
Nov. 2010 Joined Iwata Godo
Jul. 2014 Seconded to Steptoe & Johnson
LLP, Washington DC, USA
Mar. 2016 Joined DT Legal Japan (topresent)
Reason for nomination as candidate for Outside Director
Ms. Kaori Oka is a candidate for Outside Director. Although Ms. Kaori Oka has notbeen directly involved in the management of companies, she, as attorney-at-law, hasexperience that she handled various cases including corporate crisis managementcases and corporate scandal cases in relation to global companies and has professional
knowledge, and thus, we have decided that she can audit, supervise and makeproposals on the Company’s operation properly, and therefore, she is nominated as
Director to be an Supervisory Committee Member and Outside Director. Further, it isexpected that she will promote woman’s active participation as the first female Directorof the Company.
If Ms. Kaori Oka is appointed as Director who is an Audit and Supervisory Committee
Member, in accordance with Paragraph 1 of Article 427 and the provision of theArticles of Incorporation, we will enter into a contract for limitation of liability with her
which contact provides that her liabilities shall be limited to the minimum total
amount prescribed by the laws and regulations.
Matters in relation to independence
Since Ms. Kaori Oka has no special interest with the Company such as advisory
agreement, it can be understood that Ms. Kaori Oka will not materially affect theCompany’s decision-making with respect to its business and other matters, and thus,
it is expected that she will be an outside officer which is not likely to cause a conflict ofinterest with ordinary shareholders, and we will designate her as Independent Officeunder the rules of Tokyo Stock Exchange, and file a notification to the Tokyo Stock
Exchange.

Kaori Oka

Oct. 2006(Nov. 4, 1977)

NewOutside
Independent

Number ofShares Owned(Note) Ms. Kaori Oka has no special interest with the Company.

9Third Proposal
Revision of Remuneration for Directors who are Audit and Supervisory Committee
Members
Amount of the remuneration for Directors who are the Audit and Supervisory
Committee Members of no more than forty–two million (42,000,000) yen perannum was approved at 114th Annual Shareholders Meeting held on June 27,2016, and this amount remains the same to date. If the Second Proposal isapproved, one Director will be added to the Audit and Supervisory Committee
Members, and thus, we hereby propose that the amount of remuneration for theDirectors who are the Audit and Supervisory Committee Members will be revised
and increased up to fifty million (50,000,000) yen per annum.
Currently, the number of Directors who are the Audit and Supervisory
Committee Members is three (3), and if the Second Proposal is approved withoutmodification, the number of Directors who are the Audit and Supervisory
Committee Members will be four (4) at the close of this Shareholders Meeting.
End10