June 6, 2019
To whom it may concern:
Mitsubishi Logisnext Co., Ltd.
Takashi Mikogami, President and CEO
Code No: 7105 Tokyo Stock Exchange, 1st Section
Contact: Yasuji Nakamura
General Manager, Administration Division,Administration Headquarters
Tel. +81-75-956-8603
Notice on Exercise of a Put Option by Class A Shareholders,
Decision on the Non-activation of a Call Option on Class A Stock by the Company,
Delivery of the Company’s Common Stock to Class A Shareholders,and Cancellation of Class A Stock after Acquisition
Mitsubishi Logisnext Co., Ltd. (the “Company”) hereby announces as follows that, in relation to the receipt of a notice to theeffect that Mitsubishi Heavy Industries Forklift, Engine & Turbocharger Holdings, Ltd. (“M-FET”), which is a holder of class Astock shares issued by the Company, a subsidiary of Mitsubishi Heavy Industries, Ltd. (“Mitsubishi Heavy Industries”), and theCompany’s parent company, is desirous of exercising a put option on all class A stock shares that M-FET holds in considerationof common stock of the Company, the Company resolved at the Board of Directors meeting held on June 6, 2019 that it will not
activate the call option in consideration of cash on class A stock but deliver the Company’s common stock shares, and to cancel
all of the class A stock shares to be held by the Company after conversion in accordance with the provisions of Article 178 of theCompanies Act.

1. Receipt of notice on desire to exercise a put option and non-activation of a call option
On March 8, 2019, ahead of its first full-year results as an integrated company following operational integration in October
2017 through a company split of the Company’s subsidiary UniCarriers Corporation, the Company received a notice (“Noticeon Desire to Exercise Put Option”) from M-FET to the effect that is desirous of exercising a put option on all of the Company’sclass A stock shares that M-FET holds in consideration of common stock, based on Article 13-4 of the Company’s Articles ofIncorporation (“Exercise of Put Option”). The notice was issued by M-FET taking into account the fact that considerable time
has elapsed since the delivery of the Company’s common-stock shares and the Company’s class A stock shares to Mitsubishi
Heavy Industries when the Company succeeded the forklift business of Mitsubishi Heavy Industries through a company split inApril 2013.
The Company had continued deliberations on its capital policy with M-FET’s parent company Mitsubishi Heavy Industries inlight of the fact that the Company can acquire all class A stock shares held by M-FET in consideration of cash (“Call Option”) if
the Company receives Notice on Desire to Exercise Put Option, in accordance with the provisions of the Article 13-6 of theCompany’s Articles of Incorporation and the integration agreement dated February 6, 2013 concluded between the Company
and Mitsubishi Heavy Industries (“Integration Agreement”).
As a result, it was determined that accepting the Exercise of Put Option would rather contribute to than interfere with theattainment of the goal of becoming one of the world’s leading logistic equipment manufacturers in the constantly competitive
logistic equipment market. The determination was made because it would be possible to achieve the Company Group’smanagement plans more efficiently and effectively by promoting faster decision making by Mitsubishi Heavy Industries on the1logistic equipment business which the Group is engaged in and Mitsubishi Heavy Industries positions as a growth field,
leveraging the comprehensive strength of the Mitsubishi Heavy Industries Group including Mitsubishi Heavy Industries’
resources, and further pursuing consolidated management synergy. Meanwhile, it was determined that, if the Company exercises
Call Option as it makes necessary growth investments going forward as represented by the acquisition of shares of a logistic
equipment dealer (name: Equipment Depot) by a US-based consolidated subsidiary Mitsubishi Logisnext Americas Inc. inrelation to the timely disclosure on April 11, 2019, the procurement of funds for Call Option would have an adverse financialimpact, including a decline in the capital adequacy ratio, whereby the Company reached the conclusion that it would bereasonable not to exercise Call Option. Therefore, the Company resolved at its Board of Directors meeting held today to accept
the Exercise of Put Option by M-FET, not to exercise Call Option, and deliver the Company’s common stock shares.
Although M-FET’s voting rights ratio to the Company will be 64.7% after the Exercise of Put Option, the Company willcontinue to work to maximize corporate value by promoting independent management as a listed company.
An overview of the Exercise of Put Option is as follows:(1) Scheduled date for the exercise of the put option
July 1, 2019(2) Type and number of stock subject to the exercise of the put option
Class A stock: 29,854,744 shares(3) Type and number of stock to be delivered upon exercise of the put option
Common stock: 29,854,744 shares(4) M-FET’s voting rights ratio after the exercise of the put option
64.7%
2. Matters concerning transactions, etc. with controlling shareholders
Because the acceptance of the acquisition of class A stock from M-FET and delivery of common-stock shares to M-FET inconnection with the Exercise of Put Option (“Transaction”) following the resolution not to exercise Call Option is a transactionin which the counterparty is the Company’s parent company M-FET, the Transaction falls under a transaction, etc. with acontrolling shareholder.
(1) Guidelines concerning measures for protecting minority shareholders in conducting transactions, etc. with controllingshareholders and status of compliance with these guidelines
In the “Guidelines concerning measures for protection of minor shareholders in conducting transactions, etc. with controllingshareholders” shown in the Corporate Governance Report disclosed on December 3, 2015, with respect to transactions with theparent company, it is stipulated that “the transaction conditions, etc. are reasonably decided as in the case of other generaltransactions in the light of contract conditions of transactions with other business connections or market prices. In implementing
transactions, a fair deal is settled through approval based on in-house regulations, etc. in the same manner as in the case of othercustomers.” Because the Transaction will be conducted based on the Integration Agreement concluded between the Companyand Mitsubishi Heavy Industries as a transaction between independent parties through procedures prescribed in the Company’sArticles of Incorporation and other internal regulations, etc., it is considered to be in compliance with the guidelines above.
(2) Summary of the opinion obtained from parties that have no interest with the controlling shareholder on whether theTransaction is detrimental to the minority shareholders
An opinion letter dated June 6, 2019 to the Board of Directors, to the effect that carrying a resolution by the Company’s Boardof Directors as for the Transaction is not detrimental to the minority shareholders of the Company, has been obtained from2

Takayuki Kato and Ken Okochi who are External Directors of the Company and have been notified to the Tokyo Stock
Exchange as Independent Directors. A summary of the opinion is as follows:[Summary of the opinion](i) Reasonableness of the objectives of the Transaction
Under a circumstance where the Company is working to promptly achieve integration synergies and steadily attaining
results with the aim of becoming one of the world’s leading logistic equipment manufacturers despite the constantly
competitive logistic equipment market with little room for optimism, it was determined that accepting the Exercise of Put
Option would rather contribute to than interfere with the attainment of the goal. The determination was made because it
would be possible to achieve the Company Group’s management plans more efficiently and effectively by promoting faster
decision making by Mitsubishi Heavy Industries on the logistic equipment business which the Group is engaged in and
Mitsubishi Heavy Industries positions as a growth field, leveraging the comprehensive strength of the Mitsubishi Heavy
Industries Group including Mitsubishi Heavy Industries’ resources, and further pursuing consolidated management synergy.
Meanwhile, it was determined that, if the Company exercises Call Option as it makes necessary growth investments going
forward as represented by the acquisition of shares of a logistic equipment dealer (name: Equipment Depot) by a US-based
consolidated subsidiary Mitsubishi Logisnext Americas Inc. in relation to the timely disclosure on April 11, 2019, theprocurement of funds for Call Option would have an adverse financial impact, including a decline in the capital adequacy
ratio, whereby the Company reached the conclusion that it would be reasonable not to exercise Call Option. In light of theabove, the Company will not exercise Call Option, accept the Exercise of Put Option by M-FET, and deliver the Company’scommon-stock shares to M-FET. Accordingly, the Transaction contributes to improvements in the Company’s corporate
value and the objectives of the Transaction are reasonable.
(ii) Fairness of the procedure and conditions for the Transaction
The Exercise of Put Option is conducted based on prescriptions in the Company’s Articles of Incorporation andIntegration Agreement and the relevant procedures are conducted in accordance with an objectively clear legal basis andconditions. In addition, the procedures for the Exercise of Put Option including the possibility of Call Option have been
appropriately disclosed to shareholders through the Company’s Articles of Incorporation and the Company’s press releases.
Furthermore, among the Company’s Directors, one Director serving concurrently as Vice President of M-FET that is theexecuting party of the Exercise of Put Option, one Director who served concurrently as Vice President of M-FET up toMarch 2019, and one Director who is an employee of Mitsubishi Heavy Industries, the parent company of M-FET, did notparticipate in review session for Call Option at the Company’s Board of Directors meeting in order to avoid their respective
conflicts of interest or potential conflicts of interest.
The proposal regarding Call Option was unanimously approved at the Board of Directors meeting by all four Directors of
the Company’s seven Directors excluding the above-described one Director serving concurrently as Vice President of MFET, one Director who served concurrently as Vice President of M-FET up to March 2019, and one Director who is an
employee of Mitsubishi Heavy Industries. In addition, discussions on the proposal were attended by the Company’s five
Audit and Supervisory Board Members, and all members stated opinion that there were no objections against not exercising
Call Option.
Accordingly, the interest of the Company’s shareholders has been considered through generally accepted procedures withrespect to the Transaction.
(iii) Conclusion
The execution of the Transaction is deemed to be not detrimental to the minority shareholders of the Company.
(3) Matters regarding measures to ensure fairness and measures to avoid conflicts of interest
The Company has conducted an independent decision-making on the Transaction under the management judgment of the3Board of Directors that is the Company’s decision-making body in accordance with prescriptions of the Company’s Articles ofIncorporation and Integration Agreement and based on the above guidelines, opinion, etc.
In addition, in order to avoid potential conflicts of interest, Hideaki Ninomiya who is Chairman of the Board of the Company
and Vice President of M-FET that is a subsidiary of Mitsubishi Heavy Industries, the parent company of the Company, and theexecuting party of the Exercise of Put Option, Takashi Mikogami who is President and CEO of the Company and served as Vice
President of M-FET until March 2019, and Hiroaki Yamamoto who is Director of the Company and serves as Deputy Head ofBusiness Strategy Office of Mitsubishi Heavy Industries did not participate in discussions or the resolution of the Board ofDirectors meeting regarding the Transaction, or deliberations or negotiations regarding the Transaction.
3. Cancellation of treasury shares (class A stock)(1) Type of shares to be cancelled: class A stock(2) Number of shares to be cancelled: 32,274,744 shares (Note)(3) Date of cancellation: July 1, 2019
(Note) The number of shares to be cancelled includes 29,854,744 shares of class A stock that the Company will acquire
through the exercise of the put option and 2,420,000 treasury shares related to class A stock held by the Company as ofMarch 31, 2019.
End4