[TRANSLATION]1(Securities Code: 9067)
Jun. 4, 2018
To: Shareholders
7-2, Nihombashi-koamicho,
Chuo-ku, Tokyo
Maruwn Corporation
President & Director, Yasuji Araki
Notice of Annual Shareholders Meeting for 116th 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 116th 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. 25, 2018.
・ 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. 25, 2018.
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. 26, 2018

2

Venue

“Bellesalle Yaesu”, 3rd Floor, Yaesu Firstfinancial
Building
3-7, Yaesu 1-chome, Chuo-ku, Tokyo

3

Matters Which is
Purpose of
Meeting

Matters to be reported
1. Report on the contents of Business Report withrespect to 116th Business Year (from Apr. 1, 2017 toMar. 31, 2018), 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 116th Business Year (fromApr. 1, 2017 to Mar. 31, 2018).
2. Report on the contents of Nonconsolidated
Financial Statements with respect to 116th BusinessYear (from Apr. 1, 2017 to Mar. 31, 2018).
Matters to be resolvedFirst Proposal
Election of Five (5) Directors(who are not to be an Audit andSupervisory Committee
Member)Second Proposal
Election of three (3) Directors to
be an Audit and Supervisory
Committee Member

4

Matters relating to 1.
If no indication of “approval” or “disapproval” on
exercising voting
each proposal is made in the voting form submitted torightsus, the indication of “approval” of the Company’s
proposal shall be deemed to be made.
2.
If voting rights are exercised both by voting form
and 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.
◎ Reference Documents for the Shareholders Meeting, and the Business Report,
2

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 social
gathering.

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. 25, 2018, but it is highly appreciated that you would
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) 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 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 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, Dedicated4Line[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 Supervisory
Committee 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
Number1

Name(Date of Birth)

Brief of Personal History,
Position and Assignment in the
Company(Current Holding of Important Positions)Apr. 1978 Joined Nippon Oil Corporation
35,900(current JXTG Nippon Oil &Energy Corporation)
Jan. 2016 Director, Managing Officer,
President of Lubricant Company
of 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 has
driven 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
18,300Noriyuki
Apr. 2010 Associate
OfficeroftheHagiyaCompany(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
Group
of
the
Company
Apr. 2016 General
Manager,
RetailLogistics
Division,
Cargo
Transport
Group
of
the

Yasuji Araki(Mar. 31, 1955)

Reappointment

2
Reappointment

Number of
Shares Owned

6

3
Reappointment

4
Reappointment

Company
Apr. 2017 General Manager, Dry Cargo
Transport Business Division (topresent)
General Manager, Retail
Logistics Division of theCompany (to present)
Reason for nomination as candidate for Director
Serving as the General Manager of the Dry Cargo Transport Business Division andRetail Logistics Division, Mr. Noriyuki Hagiya has worked on improving the division’s
performance by implementing marketing strategies, restructuring our businesslocations, forging a foundation for the retail logistics business, and taking various
other steps. He has also performed his duties as Director with an eye to optimizing
overall corporate management.
In light of these achievements, we have decided that he is the right person to execute
operations needed to further strengthen the dry cargo transport and retail logistics
businesses 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
2,700
Shinji(current JXTG Nippon Oil &Matsui
Energy Corporation)(Feb. 3, 1958)
Jun. 2012 General
Manager,
TohokuBranchof
JX
EnergyCorporation(current
JXTG
NipponOil&
EnergyCorporation)
Apr. 2014 Corporate
OfficeroftheCompany
Apr. 2015 Managing
OfficeroftheCompany (to present)
Jun. 2015 General Manager, Petroleum
Transport Division of theCompany (to present)
Apr. 2016 Managing
OfficeroftheCompany,
inchargeofCorporate Environment & Safety
Dept.
Apr. 2017 General Manager, Lubricant &Chemical Transport Group of
the 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 and Lubricant &Chemical Business Division, Mr. Shinji Matsui has worked on improving thedivision’s performance by implementing marketing strategies for petroleum transportbusiness, forging a foundation for the lubricant and chemicals business, and taking
various other steps. He has also performed his duties as Director with an eye tooptimizing overall corporate management.
In light of these achievements, we have decided that he is the right person to execute
operations needed to further strengthen the petroleum transport business as we aim
for the growth of our corporate group, and therefore have nominated him as a
candidate for Director once again.
Apr. 1982 Joined Kyodo Oil Co., Ltd.
8,600
Chikashi(current JXTG Nippon Oil &KosugeEnergy Corporation)(Nov. 28, 1958)
Jul. 2012 General Manger, Home Energy
Department of JX Energy
Corporation(current
JXTG
NipponOil&
EnergyCorporation)

7

5
New

Apr. 2014 Corporate
OfficeroftheCompany
General Manager, Lubricant &Chemical Transport Group of
the Company
Apr. 2015 Managing
OfficeroftheCompany (to present)
Apr. 2017 Managing
OfficeroftheCompany,
inchargeofCorporate 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 corporate
management.
In light of these achievements, 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 a
candidate for Director once again.
Apr. 1986 Joined the Company
100
Nariyasu
Oct.
2011
DeputyGeneralManager,Dry
SakumaCargo
Transport
Business(Aug. 1, 1963)
Department,
Dry
Cargo
Transport Business Division of
the Company
Apr. 2014 Deputy
GeneralManager,
Lubricant&Chemicals
Business
Department,
Lubricant&Chemicals
Business
Division,
Cargo
Transport
Group
of
the
Company
Aug. 2016 Marketing Manager, Lubricant&
Chemicals
Business
Department,
Lubricant&Chemicals Business Division,
Cargo Transport Group of theCompany
Apr. 2017 Corporate
OfficeroftheCompany
General Manager, Lubricant &Chemicals
Business
Department,
Lubricant&Chemicals Business Division(topresent)
Apr. 2018 Managing
OfficeroftheCompany (to present)
General Manager, Lubricant &Chemicals Business Division of
the Company (to present)
Reason for nomination as candidate for Director
Harnessing a wealth of experience and knowledge gained in the logistics industry

8

over the years, Mr. Nariyasu Sakuma has worked on expanding the operations of theLubricant & Chemicals Business Division since it was launched in April 2014.
In light of these achievements, we have decided that he is the right person to execute
operations needed to further strengthen the lubricant and chemicals business as we
aim for the growth of our corporate group, and therefore have nominated him as a
candidate for Director.
(Note) Each candidate has no special interest with the Company.

9Second Proposal
Election of Three (3) Directors to be Audit and Supervisory Committee Members
The terms of office for Takeshi Hanai, Hiroshi Hattori, and Hitoshi Tatsuma,
the Directors who serve as Audit and Supervisory Committee Members, will expire
at the close of this Shareholders Meeting. Therefore, we hereby propose theelection of three (3) Directors to be Audit and Supervisory Committee Members.
The Audit and Supervisory Committee has agreed on this proposal.
Candidates for Directors to be an Audit and Supervisory Committee Members
are as follows:
Number1
Reappointment

OutsideIndependent

Name(Date of Birth)

Brief of Personal History,
Position and Assignment in the
Company(Current Holding of Important Positions)

Number of
Shares Owned

Apr. 1977 Joined The Industrial Bank of
14,700Japan, Limited (current Mizuho
Bank, Ltd.)(Oct. 16, 1954)
Mar. 2006 Managing Executive Officer,
Head of Asia & Oceania ofMizuho Corporate Bank, Ltd.
(current Mizuho Bank, Ltd.)
Jun. 2007 Managing Executive Officer ofMizuho Corporate Bank, Ltd.
Chairman of Mizuho Corporate
Bank (China), Ltd.,
Chief Regional Representative ofMizuho China
Apr. 2009 Advisor of Mizuho Corporate
Bank, Ltd.
May 2009 Managing Executive Officer of
Rakuten Inc.
Mar. 2010 Managing Executive Officer andDirector of Rakuten Inc.
Jul. 2012 Senior Advisor of Corporate
Directions, Inc. (to present)
Jun. 2013 Audit & Supervisory Board
Member of NEXT Co., Ltd.
(current LIFULL Co., Ltd.)(outside) (to present)
Jun. 2014 Outside Director of ASICS
Corporation (to present)
Jun. 2014 Outside
DirectoroftheCompany
Jun 2015 Outside Director of Nippon
Seisen Co., Ltd. (to present)
Jun. 2016 Outside
DirectoroftheCompany(AuditandSupervisory
Committee
Member)Jun. 2017 Director (audit and supervisorycommittee member) of TATSUTAElectric Wire and Cable Co., Ltd.
(outside) (to present)
Reason for nomination as candidate for Outside Director
Serving as Outside Director, Mr. Takeshi Hanai has provided us with accurate advice
and proposals concerning our operations that draw on his extensive experience andknowledge in the financial and Internet industries. We believe that he would continue
to appropriately audit, supervise, and advise us on our operations as an Audit andSupervisory Committee Member, and therefore nominated him as an Outside Director

Takeshi
Hanai

10

2
Reappointment

OutsideIndependent

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 Mr. Hanai to limit his liability
for damage arising from the nonperformance of duties. The amount of the liability
limitation under the said agreement is the minimum liability amount provided for bylaw. We will renew the agreement once his reappointment is approved.
Matters in relation to independence
Mr. Hanai was employed by Mizuho Bank, Ltd., which is one of the major banks we dobusiness with, until he left the bank nine years ago. While he also serves as an outside
director (audit and supervisory committee member) of TATSUTA Electric Wire andCable Co., Ltd., which we do business with, the volume of transactions with thecompany accounts for less than 1% of our consolidated operating income for this fiscal
year. Therefore, it can be deemed that his association with either company will notmaterially affect decisions we make in regard to our business operations or othermatters. Since he is considered to be an independent outside officer who is unlikely tohave any conflict of interest with ordinary shareholders, we nominated him as a
candidate for Director. We have designated him 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 him as independent officer once his reappointment isapproved. Mr. Hanai will have served as an Outside Director of our company for four
full years as of the date of this Shareholders Meeting.
Apr. 1973 Joined Nippon Oil and Fats Co.,
2,700
HiroshiLtd. (current NOF Corporation)
Hattori
Jun. 2007 Director, Operating Officer, and(Mar. 6, 1950)
General Manager of Oleo &Specialty Chemicals Division,
NOF Corporation
Jun. 2012 Director and Senior Managing
Executive Officer in charge ofcorporate planning as well as
the functional chemicals andpolymers, electronic materials,
and functional films businesses
Jun. 2013 President and Chief Executive
Officer of Yuka Sangyo Co., Ltd.
Jul. 2016 Outside
DirectoroftheCompany(AuditandSupervisory
Committee
Member) (to present)
Reason for nomination as candidate for Outside Director
Serving as Outside Director, Mr. Hiroshi Hattori has provided us with accurate advice
and proposals concerning our operations that draw on his extensive experience andknowledge in the chemical industry gained as a manager. We believe that he would
continue to appropriately audit, supervise, and advise us on our operations as an
Audit and Supervisory Committee Member, and therefore nominated him 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 Mr. Hattori to limit his liability
for damage arising from the nonperformance of duties. The amount of the liability
limitation under the said agreement is the minimum liability amount provided for bylaw. We will renew the agreement once his reappointment is approved.
Matters in relation to independence
Mr. Hattori was formerly the Director and Senior Managing Executive Officer of NOF
Corporation, which we do business with. However, the volume of transactions with the
NOF Group accounts for less than 1% of our consolidated operating income for thisfiscal year. Therefore, it can be deemed that his association with the company will notmaterially affect decisions we make in regard to our business operations or othermatters. Since he is considered to be an independent outside officer who is unlikely tohave any conflict of interest with ordinary shareholders, we nominated him as a
candidate for Director. We have designated him as an independent officer pursuant to
the rules of the Tokyo Stock Exchange and notified the Tokyo Stock Exchange of said

11

3
New
Outsidedesignation. We will reappoint him as independent officer once his reappointment isapproved. Mr. Hattori will have served as an Outside Director of our company for two
full years as of the date of this Shareholders Meeting.
Apr. 1985Joined Mitsubishi Oil Co., Ltd.
0
Kenji(current JXTG Nippon Oil &Nakazawa
Energy Corporation)(Mar. 24, 1963)
Apr. 2009 Deputy
GeneralManager,
Corporate
Planning&
Management
Department,
Nippon Oil Corporation (current
JXTG Nippon Oil & Energy
Corporation)
Jul. 2011 Deputy
GeneralManager,
Corporate
Planning&
Management Department, JX
Energy Corporation (current
JXTG Nippon Oil & Energy
Corporation)
Jan. 2016 Corporate
Planning&
Management Department, JX
Energy Corporation (current
JXTG Nippon Oil & Energy
Corporation) (Dispatched to the
Cabinet Office) (to present)
Reason for nomination as candidate for Outside Director
While Mr. Kenji Nakazawa has never been involved in directly managing a company, heis deemed to have the ability to provide us with accurate advice and proposals
regarding our operations that draw on his extensive experience and knowledge in the
petroleum industry, and thus, we have nominated him as an Outside Director to serveas an Audit and Supervisory Committee Member.
Pursuant to the provisions of the Companies Act and our company’s Articles ofIncorporation, we will enter into an agreement with Mr. Nakazawa to limit his liability
for damage arising from the nonperformance of duties once he is appointed as an
Outside Director to be an Audit and Supervisory Committee Member. The amount of
the liability limitation under the said agreement is the minimum liability amountprovided for by law.

(Note) 1. Each candidate has no special interest with the Company.
2. Mr. Kenji Nakazawa currently performs duties at JXTG Nippon Oil & Energy Corporation, which has animportant business relationship with our company, and has performed duties at the said company over thelast five years. As its employee, he has received a salary from said company for the last two years.

End12