[TRANSLATION]1(Securities Code: 9067)
Jun. 6, 2019
To: Shareholders
7-2, Nihombashi-koamicho,
Chuo-ku, TokyoMaruwn Corporation
President & Director, Yasuji Araki
Notice of Annual Shareholders Meeting for the 117th 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 the 117thBusiness Year will be held as described below, and you are cordially invited toattend 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 would be greatly
appreciated if you could 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. 24, 2019.

•Method for exercise of your voting rights through the internet
Please refer to “Exercising Voting Rights Through the Internet” on page [4]and enter “approval” or “disapproval” on proposals by 5:00 p.m. on
Monday, Jun. 24, 2019.

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. 25, 2019 (Reception opens
at 9:30 a.m.)

2Venue“Bellesalle Yaesu [Room 1 , 2 and 3]”, 3rd Floor,Yaesu Firstfinancial Building
3-7, Yaesu 1-chome, Chuo-ku, Tokyo

3

Matters Which are Matters to be reported
Purpose of
1. Report on the contents of Business Report withMeeting
respect to the 117th Business Year (from Apr. 1, 2018to Mar. 31, 2019), and report on the contents ofConsolidated Financial Statements and the results ofaudit of the Consolidated Financial Statements by
Accounting Auditor and by Audit and Supervisory
Committee with respect to the 117th Business Year(from Apr. 1, 2018 to Mar. 31, 2019).
2. Report on the contents of Nonconsolidated
Financial Statements with respect to the 117thBusiness Year (from Apr. 1, 2018 to Mar. 31, 2019).
Matters to be resolvedFirst Proposal
Election of Five (5) Directors(who are not to be an Audit andSupervisory CommitteeMember)
Second Proposal
Election of one (1) Director to bean Audit and Supervisory
Committee Member

4

Matters Relating
to Exercising
Voting Rights

1.
If no indication of “approval” or “disapproval” oneach proposal is made in the voting form submitted tous, the indication of “approval” of the Company’s
proposal shall be deemed to be made.
2.
If voting rights are exercised both by voting formand through the internet, the exercise of voting rights
through the internet shall be deemed valid.
3.
If voting rights are exercised through theinternet more than once, the last exercise of voting rights
through the internet shall be deemed valid.

◎ If you attend the Shareholders Meeting, please bring the enclosed voting formand submit it at the front desk.
2◎ Reference Documents for the Shareholders Meeting, and the Business Report,
Nonconsolidated Financial Statements and Consolidated Financial Statements
are disclosed on the Company’s website (https://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. We understand that you are very busy, but if you areavailable, it would be greatly appreciated if you could attend such briefing
session.
◎ Please be informed that the Company has decided not to hold the social
gathering (with light buffet), which had been held after the briefing session forshareholders, starting from this year.

3Exercise of Voting Rights Through the Internet
1. Website for Exercise of Voting Right
You may exercise your voting rights through the internet only on the dedicatedvoting right exercise website (https://www.web54.net). Please access to theabove website, and according to the instructions displayed on the screen, enter
your voting right exercise code and password printed on the right side of yourvoting form, so that you can enter “approval” or “disapproval”.
2. Exercise of Voting Rights(1) You may exercise your voting rights through the internet by 5:00 p.m. on
Monday, Jun. 24, 2019, but it would be highly appreciated if you could
exercise your voting rights earlier.
(2) If you exercise your voting rights both by voting form and through theinternet, the exercise of voting rights through the internet shall be deemedvalid.
(3) If you exercise your voting rights through the internet more than once, thelast exercise of voting rights shall be deemed valid.
3. Password(1) The password is important information to prove the identity of the person
exercising voting rights. Please keep your password safely. We are sorry
but we cannot answer inquiries about your password 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 the wrong password in a couple of times, you cannot exercise
your voting rights through the internet. In such case, please follow theprocedures in accordance with the instructions 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.
5. Contact details for inquiries such as how to operate a computer(1) If you have any inquiry on how to operate a computer in relation to theexercise of voting rights on the voting right exercise website, pleasecontact:
4Sumitomo Mitsui Trust Bank, Transfer Agent Web-Support, DedicatedLine[telephone number] 0120-652-031 (Reception Time 9:00 a.m. to 9:00p.m.)(2) If you have any other inquiries, please contact:(i)
Shareholder having its account in a securities company
The 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. to5:00 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 five (5) 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
same shall apply hereafter in this proposal).
The Audit and Supervisory Committee reviewed this proposal, but there wasno matter specifically pointed out by the Audit and Supervisory Committee.
Candidates for Directors are as follows:
Candidate
Number1Name(Date of Birth)

Brief of Personal History,Position and Assignment in theCompany(Current Holding of Important Positions)Apr. 1978 Joined Nippon Oil Corporation
40,400(current JXTG Nippon Oil &Energy Corporation)
Jan. 2016 Director, Managing Officer,
President of Lubricant Companyof JX Energy Corporation(Current JXTG Nippon Oil &Energy Corporation)
Apr. 2016 Advisor of JX Energy
Corporation
Jun. 2016 President and Representative
Director of the Company (topresent)
President of the Company (topresent)
Reason for nomination as candidate for Director
Mr. Yasuji Araki has been responsible for managing our corporate group and hasdriven the entire group forward with his outstanding leadership. Possessing a wealthof experience and considerable insight on all aspects of corporate management, he isindispensable to our group’s continuous growth and enhancing our corporate value
over the medium to long term, and that is why we have nominated him as a
candidate for Director once again.
Apr. 1981 Joined the Company
22,600Noriyuki
Apr. 2010 Associate Officer of theHagiya
Company(Mar. 16, 1958)
Jun. 2012 Corporate Officer of theCompany
Jun. 2013 Director of the Company (topresent)
Apr. 2014 Managing Officer of theCompany (to present)
Jun. 2014 General Manager, International
Freight Division, Cargo
Transport Group of theCompany
Apr. 2016 General Manager, Retail
Logistics Division, Cargo
Transport Group of theYasuji Araki(Mar. 31, 1955)

Reappointment

2
Reappointment

Number ofShares Owned

6

3
Reappointment

4
Reappointment

Company
Apr. 2017 General Manager, Dry Cargo
Transport Business Division (topresent)
General Manager, Retail
Logistics Division of theCompany
Aug. 2018 General Manager, Overseas
Cargo Division (to present)
Reason for nomination as candidate for Director
Serving as the General Manager of the Dry Cargo Transport Business Division andOverseas Cargo Division, Mr. Noriyuki Hagiya has worked on improving the division’s
performance by implementing marketing strategies, developing our businesslocations, and taking other steps for the dry cargo transport and overseas cargobusinesses. He has also performed his duties as Director with an eye to optimizing
overall corporate management.
In light of these points, we have decided that he is the right person to execute
operations needed to further strengthen the dry cargo transport and overseas cargobusinesses as we aim for the growth of our corporate group, and therefore havenominated him as a candidate for Director once again.
Apr. 1981 Joined Nippon Oil Corporation
7,100Shinji(current JXTG Nippon Oil &MatsuiEnergy Corporation)(Feb. 3, 1958)
Jun. 2012 General Manager, Tohoku
Branch of JX Energy
Corporation (current JXTG
Nippon Oil & EnergyCorporation)
Apr. 2014 Corporate Officer of theCompany
Apr. 2015 Managing Officer of theCompany (to present)
Jun. 2015 General Manager, Petroleum
Transport Division of theCompany (to present)
Apr. 2016 Managing Officer of theCompany, in charge ofCorporate Environment & Safety
Dept.
Apr. 2017 General Manager, Lubricant &Chemicals Business Division ofthe Company
Jun. 2017 Director of the Company (topresent)
Reason for selecting as candidate for Director
Serving as the General Manager of the Petroleum Transport Division, Mr. Shinji
Matsui has worked on improving the division’s performance by implementing
marketing strategies, developing our business locations, and taking other steps forthe petroleum transport business. He has also performed his duties as Director withan eye to optimizing overall corporate management.
In light of these points, we have decided that he is the right person to execute
operations needed to further strengthen the petroleum transport business as we aimfor the growth of our corporate group, and therefore have nominated him as acandidate for Director once again.
Apr. 1982 Joined Kyodo Oil Co., Ltd.
13,000Chikashi(current JXTG Nippon Oil &Kosuge
Energy Corporation)(Nov. 28, 1958)
Jul. 2012 General Manger, Home Energy
Department of JX Energy
Corporation (current JXTG
Nippon Oil & Energy

75Reappointment

Corporation)
Apr. 2014 Corporate Officer of theCompany
General Manager, Lubricant &Chemicals Business Division,
Cargo Transport Group of theCompany
Apr. 2015 Managing Officer of theCompany (to present)
Apr. 2017 Managing Officer of theCompany, in charge ofCorporate Planning & IR & PR
Dept., Accounting & FinanceDept., General Administration
Dept., Human Resources Dept.,
Environment & Safety Dept.,
Quality Assurance Dept., and IT
Dept. (to present)
Jun. 2017 Director of the Company (topresent)
Reason for nomination as candidate for Director
Serving as Director in charge of the Corporate Planning, IR and Public Relations,
Accounting, General Administration, Human Resources, Environment & Safety,
Quality Assurance, and IT departments, Mr. Chikashi Kosuge has worked onenhancing the operational efficiency of these corporate departments. He has also
performed his duties as Director with an eye to optimizing overall corporatemanagement.
In light of these points, we have decided that he is the right person to execute
operations needed to further enhance productivity of the corporate departments as
we aim for the growth of our corporate group, and therefore have nominated him as acandidate for Director once again.
Apr. 1986 Joined the Company
4,300
Nariyasu
Oct. 2011 Deputy General Manager, Dry
SakumaCargo Transport Business(Aug. 1, 1963)
Department, Dry Cargo
Transport Business Division ofthe Company
Apr. 2014 Deputy General Manager,
Lubricant & Chemicals
Business Department,
Lubricant & Chemicals
Business Division, Cargo
Transport Group of theCompany
Aug. 2016 Marketing Manager, Lubricant& Chemicals Business
Department, Lubricant &Chemicals Business Division,
Cargo Transport Group of theCompany
Apr. 2017 Corporate Officer of theCompany
General Manager, Lubricant &Chemicals Business
Department, Lubricant &Chemicals Business Division ofthe Company
Apr. 2018 Managing Officer of theCompany (to present)
General Manager, Lubricant &Chemicals Business Division ofthe Company (to present)

8Jun. 2018 Director of the Company (topresent)
Reason for nomination as candidate for Director
Serving as the General Manager of the Lubricant & Chemical Business Division, Mr.
Nariyasu Sakuma has worked on improving the division’s performance byimplementing marketing strategies, developing our business locations, and taking
other steps for lubricant & chemicals business. He has also performed his duties as
Director with an eye to optimizing overall corporate management.
In light of these points, we have decided that he is the right person to execute
operations needed to further strengthen the lubricant & chemicals business as we
aim for the growth of our corporate group, and therefore have nominated him as acandidate for Director once again.
(Note) Each candidate has no special interest in the Company.

9Second Proposal
Election of One (1) Director to be Audit and Supervisory Committee Member
The term of office for Kaori Oka, the Director who serves as Audit andSupervisory Committee Member, will expire at the close of this Shareholders
Meeting. Therefore, we hereby propose the election of one (1) Director to be 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:
Name(Date of Birth)

Brief of Personal History,
Position and Assignment in theCompany(Current Holding of Important Positions)Registered as attorney-at-law
0Joined Bingham Sakai Mimura(Nov. 4, 1977)
AizawaOutsideNov. 2010 Joined Iwata Godo
Jul. 2014 Seconded to Steptoe & Johnson
Independent
LLP, Washington DC, USA
Mar. 2016 Joined DT Legal Japan (topresent)
Jun. 2017 Outside Director of theCompany (Audit andSupervisory Committee
Member) (to present)
Nov. 2017 Partner of DT Legal Japan (topresent)
Reason for nomination as candidate for Outside Director
Ms. Kaori Oka is a candidate for Outside Director. Although she has not been directly
involved in the management of companies in a way other than being an outside officer,
she, as attorney-at-law, has experience in handling various cases including corporate
crisis management cases and corporate scandal cases in relation to global companies
and has professional knowledge, and she has been providing adequate advice andproposals for the operation of the Company as an Outside Director. We believe that she
would continue to appropriately audit, supervise, and advise us on our operations as
an Audit and Supervisory Committee Member, and therefore successively nominatedher as an Outside Director to be an Audit and Supervisory Committee Member.
Pursuant to the provisions of the Companies Act and our company’s Articles ofIncorporation, we have entered into an agreement with Ms. Kaori Oka to limit her
liability for damage arising from the nonperformance of duties. The amount of theliability limitation under the said agreement is the minimum liability amount provided
for by law. We will renew the agreement once her reappointment is approved.
Matters in relation to independence
Ms. Kaori Oka and the Company do not have a special interest relationship such as anadvisory contract. Therefore, it can be deemed that her association with the company
will not materially affect decisions we make in regard to our business operations orother matters. Since she is considered to be an independent outside officer who isunlikely to have any conflict of interest with ordinary shareholders, we nominated her
as a candidate for Director. We have designated her as an independent officer
pursuant to the rules of the Tokyo Stock Exchange and notified the Tokyo Stock
Exchange of said designation. We will reappoint her as independent officer once herreappointment is approved. Ms. Kaori Oka will have served as an Outside Director ofour company for two (2) full years as of the date of this Shareholders Meeting.
(Note) Ms. Kaori Oka has no special interest in the Company.

Reappointment

Kaori OkaOct. 2006

Number ofShares Owned10