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 otherforms of damages arising from the translation.

(Stock Exchange Code 7105)
June 7, 2024
To Shareholders with Voting Rights:
Yuichi Mano
Director and President
Mitsubishi Logisnext Co., Ltd.
2-1-1, Higashi-kotari,
Nagaokakyo City, Kyoto, JapanNOTICE OF
THE 123RD ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We are pleased to notify you that the 123rd Annual General Meeting of Shareholders of Mitsubishi Logisnext
Co., Ltd. (the “Company”) will be held for the purposes as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for electronic provisionof information contained in the Reference Documents for the General Meeting of Shareholders, etc. (matters tobe provided electronically). The information is posted on the Company’s website on the internet. Please accessthe following website to find the information.
The Company’s website: https://www.logisnext.com/en/(Please access the above website and select “Investors” to find the information.)
In addition to the Company’s website, matters to be provided electronically are also posted on the Tokyo
Stock Exchange (TSE) website and the website for posting shareholder meeting materials. Please find thembelow.
Tokyo Stock Exchange website (Listed Company Search service):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show(Please access the TSE website above, enter “Issue name (company name)” or “Code,” search, select “Basic
information” and then “Documents for public inspection/PR information,” and find the information under“Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting” in“Filed information available for public inspection.”)Website for posting shareholder meeting materials
https://d.sokai.jp/7105/teiji/ (in Japanese)
If you are unable to attend this meeting, please review the attached “Reference Documents for the General
Meeting of Shareholders” and exercise your voting rights by electromagnetic means (via the internet) or inwriting (by postal mail) in advance. When exercising voting rights in advance, please refer to the attached“Reference Documents for the General Meeting of Shareholders” and exercise your voting rights by 4:50 p.m.
on Tuesday, June 25, 2024, Japan time.
1. Date and Time:
2. Place:

Wednesday, June 26, 2024 at 10:00 a.m. Japan time
(Reception opens at 9:00 a.m.)
Main hall at the Corporate Headquarters located at2-1-1, Higashi-kotari, Nagaokakyo City, Kyoto, Japan-1-

3. Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
123rd Fiscal Year (April 1, 2023 - March 31, 2024) and results of audits by
the Accounting Auditor and the Audit and Supervisory Board of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 123rd Fiscal Year
(April 1, 2023 - March 31, 2024)
Proposals to be resolved:
Proposal 1:
Dividend of Surplus
Proposal 2:
Election of Seven (7) Directors
Proposal 3:
Election of Two (2) Audit and Supervisory Board Members
Proposal 4:
Election of One (1) Substitute Audit and Supervisory Board Member
●
●
●
●

●
●
●

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
If you exercise your voting rights in writing (by postal mail) and do not indicate your vote for or against a
proposal on the Voting Rights Exercise Form, we will deem that you have voted for the proposal.
Should the matters to be provided electronically require revisions, the revised versions will be posted on
the above websites.
Of the matters to be provided electronically, “Matters Concerning Share Option, etc. of the Company,”“Systems to Ensure Proper Business Operations and Implementation Status of Such Systems” and“Corporate Governance Structure of the Company” of the Business Report, “Notes to the Consolidated
Financial Statements” of the Consolidated Financial Statements, and “Notes to the Non-consolidated
Financial Statements” of the Non-consolidated Financial Statements are not included in the paper copy to
be sent to shareholders who have requested it, in accordance with provisions of laws and regulations aswell as the Company’s Articles of Incorporation. The paper copy to be sent to shareholders who haverequested it is therefore part of the documents that were audited by the Audit and Supervisory Board
Members and the Accounting Auditor in preparing the audit report.
If you wish to make a diverse exercise of your voting rights, please notify the Company of your intention
and the reason therefor not later than three (3) days before the Annual General Meeting of Shareholders.
The resolution results for this General Meeting of Shareholders will be posted on the Company’s website.
If you need a staff member to assist with your wheelchair, accompany you to your seat or the restroom,communicate by writing at the reception, or provide other forms of assistance, please let us know inadvance.
*To provide a deeper understanding of the Company for our shareholders, we are planning a guided tour of
our Automation Demo Center following this General Meeting of Shareholders.

-2-Guide to Exercising Voting Rights
Voting rights at the General Meeting of Shareholders are important rights of shareholders.
Please refer to the attached “Reference Documents for the General Meeting of Shareholders” and exercise yourvoting rights.
You can exercise your voting rights by one of the following three methods.


Exercise voting rights via the internet
Please follow the instructions on the next page to indicate your vote for or against the proposals.
Deadline: Tuesday, June 25, 2024 at 4:50 p.m., Japan time(Your votes must be entered by the deadline above.)

Exercise voting rights in writing (by postal mail)Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form andreturn it by post without attaching a postage stamp.
Deadline: Tuesday, June 25, 2024 at 4:50 p.m., Japan time(Your mail must arrive by the deadline above.)

Attend the General Meeting of Shareholders
Please submit the enclosed Voting Rights Exercise Form at the reception desk.
Wednesday, June 26, 2024 at 10 a.m.
(Reception opens at 9 a.m.)

Institutional investors may use the electronic voting platform for institutional investors, operated by ICJ, Inc.

-3-

Reference Documents for the General Meeting of Shareholders
Proposal 1:

Dividend of Surplus

The basic policy of the Company’s dividend policy, etc. is to maintain stable profit returns, while
securing internal reserves appropriately in preparation for future growth.
For the fiscal year ended March 31, 2024, it is proposed that year-end dividends be distributed as follows,in light of the performance for the fiscal year and business development going forward.

1. Type of Dividends
Cash
2. Allotment of dividend assets to shareholders and total amount of dividends
Common stock of the Company: 20 yen per share
Total amount:
2,133,194,760 yen
3. Date that the dividend of surplus becomes effective
June 27, 2024

-4-

Proposal 2:

Election of Seven (7) Directors

The terms of office of all seven (7) Directors will expire at the conclusion of this year’s Annual General
Meeting of Shareholders. Accordingly, the election of seven (7) Directors is proposed.
The candidates are as follows:
No.

Name

Positions and responsibilities

1

Reappointment

TakashiMikogami

Representative Director andChairman2

Reappointment

Yuichi Mano

Representative Director andPresident

Reappointment

Takatoshi Uno

Director
Senior Executive Officer
CFO, Division Head, General
Manager, Corporate Strategy andPlanning Office
In charge of Corporate Financeand Accounting Headquarters

4

Reappointment

Masayuki
Suematsu

5

Reappointment

Osamu Ando3

External Director
Independent Director

6

Reappointment

Kyoko
Kobayashi

External Director

7

Reappointment

Fumio
Kobayashi

External Director

Independent Director

Independent Director

Significant concurrent positions

Director

Executive Vice President and
CSO, Head of Business Strategy
Office, Mitsubishi Heavy
Industries, Ltd.

Director

President, Shimadzu AccessCorporation

Director

Lawyer, Partner, Irokawa Legal
Professional Corporation
External Audit and Supervisory
Board Member, Kawakami Paint
Manufacturing Co., Ltd.
External Director, Nippon Pillar
Packing Co., Ltd.

Director

Adviser, Japan Material Flow
Institute

-5-

No.

Name
(Date of birth)

Takashi Mikogami(March 19, 1956)
Reappointment

1

Brief career summary and important concurrent duties
Apr. 1981 Joined Mitsubishi Heavy Industries, Ltd.
Apr. 2007 General Manager of Turbocharger Engineering
Department, General Machinery & Special Vehicles
Business Headquarters, Mitsubishi Heavy Industries, Ltd.
Apr. 2010 Deputy Head of General Machinery & Special Vehicles
Business Headquarters, Mitsubishi Heavy Industries, Ltd.
Apr. 2011 General Manager of Turbocharger Business Department,
General Machinery & Special Vehicles Business
Headquarters, Mitsubishi Heavy Industries, Ltd.
Apr. 2012 Deputy Head of General Machinery & Special Vehicles
Business Headquarters, Mitsubishi Heavy Industries, Ltd.
Apr. 2013 Director, the Company
Senior Vice President, Mitsubishi Heavy Industries, Ltd.
Apr. 2014 Senior General Manager of Quality Control Division,
Deputy Head of the Machinery, Equipment &Infrastructure Domain, Mitsubishi Heavy Industries, Ltd.
Apr. 2015 Head of Sagamihara Machinery Works, Mitsubishi
Heavy Industries, Ltd.
Apr. 2016 Executive Vice President, Mitsubishi Heavy Industries,
Ltd.
Jun. 2016 Senior Executive Vice President, Mitsubishi Heavy
Industries Forklift, Engine & Turbocharger Holdings,
Ltd.
Jan. 2017 Director, UniCarriers Corporation
Jun. 2017 Representative Director, Senior Executive Vice
President, Assistant to the President, the Company
Oct. 2017 President and CEO, the Company
Director, Mitsubishi Heavy Industries Forklift, Engine &Turbocharger Holdings, Ltd.
Apr. 2020 Executive Vice President, President and CEO, Logistics,
Thermal & Drive Systems, Mitsubishi Heavy Industries,
Ltd.
Jun. 2020 Resigned as President and CEO, the Company
Jun. 2021 Representative Director and Chairman, the Company (topresent)• Years of service as Director: 9• Attendance at Board of Directors meetings in fiscal year under review:

Number of Special interests
shares owned
with the(Common stock)Company

30,528None

13 out of 13 meetings (100%)[Reason for nomination as Director and summary of expected roles]
Mr. Takashi Mikogami has chaired meetings of the Board of Directors as Representative Director and Chairman,
appropriately managing the Board of Directors while appropriately conducting decision making on important matters andmanagement supervision. As Chair of the Nominating and Compensation Committee, he has also been striving to strengthen
corporate governance by enhancing the transparency and fairness of officer nomination and compensation. In addition, he has
been offering appropriate advice and supervising the management from a broad perspective, based on his abundant experienceand excellent insight as a corporate manager and while contributing to the development of the entire industry in his capacity
as Chairman of Japan Industrial Vehicles Association.
Based on the above, he is expected to contribute to achieving sustainable growth of the Company and enhancing corporate
value. Therefore, we have nominated him again as a candidate for Director.
(Notes)
1. Mr. Takashi Mikogami has in the past been an executive of Mitsubishi Heavy Industries, Ltd., which is the parent of theCompany. Positions and responsibilities which Mr. Takashi Mikogami has held in the past 10 years at Mitsubishi Heavy
Industries, Ltd. are stated in the above “Brief career summary and important concurrent duties.”
2. The Company has taken out the MHI Global Insurance, for which Mitsubishi Heavy Industries, Ltd., its parent, acts as theparty to the insurance contract. The insurance policy includes a directors and officers liability insurance agreement provided
for in Article 430-3, Paragraph 1 of the Companies Act, with all Directors and Audit and Supervisory Board Members named
as the insured persons. The contract covers potential damages and expense payments to be borne by the insured persons
arising from shareholder derivative actions, corporate lawsuits or third party litigation. However, the contract includes certain-6-

exemption clauses, such as no compensation being given for liability attributable to acts in violation of laws or regulations
that were committed with full knowledge of their illegality. All insurance premiums are borne by the Company. If thereappointment of the candidate is approved, the Company will continue to include the candidate as an insured person under
the insurance contract. The Company plans to renew the insurance contract with the above details the next time it comes up
for renewal.

-7-

No.

Name
(Date of birth)

Yuichi Mano
(June 25, 1963)[Reappointment]

2

Brief career summary and important concurrent duties
Apr. 1986 Joined Mitsubishi Heavy Industries, Ltd.
Jul. 1996 Assistant to General Manager of Product Support,
Mitsubishi Caterpillar Forklift America Inc.
Apr. 2003 Chief of Planning & Accounting Department, General
Machinery & Special Vehicles Business Headquarters,
Mitsubishi Heavy Industries, Ltd.
Apr. 2004 Chief of Business Strategy Group, Material Handling
Equipment Department, General Machinery & Special
Vehicles Business Headquarters, Mitsubishi Heavy
Industries, Ltd.
Apr. 2009 Deputy General Manager of Material Handling
Equipment Department, General Machinery & Special
Vehicles Business Headquarters, Mitsubishi Heavy
Industries, Ltd.
Oct. 2011 General Manager of Forklift Sales Department, Forklift
Business Division, General Machinery & Special
Vehicles Business Headquarters, Mitsubishi Heavy
Industries, Ltd.
Apr. 2013 Director, Senior Executive Officer, Head of Corporate
Planning Office, the Company
Jul. 2014 Representative Director and President, Mitsubishi
Caterpillar Forklift Europe B.V.
Jun. 2018 Senior Executive Officer, Deputy General Manager,
Strategic Planning Office, the Company
Apr. 2019 Senior Executive Officer, General Manager, Strategic
Planning Office, the Company
Apr. 2020 Senior Executive Officer, Head of Overseas Sales andMarketing Headquarters, The Company
Jul. 2020 Senior Executive Officer, Head of Overseas Business
Headquarters, the Company
Apr. 2022 Senior Executive Officer, Division Head, General
Manager, Corporate Strategy and Planning Office, theCompany
Jun. 2022 Representative Director and President, General Manager,
Corporate Strategy and Planning Office, the Company
Apr. 2023 Representative Director and President, the Company (topresent)• Years of service as Director: 6• Attendance at Board of Directors meetings in fiscal year under review:

Number of Special interests
shares owned
with the(Common stock)Company

22,051None

13 out of 13 meetings (100%)[Reason for nomination as Director and summary of expected roles]
Mr. Yuichi Mano has supervised the overall business operation of the Group and ensured accountability for the Board of
Directors as Representative Director and President, based on his excellent management skills and abundant businessknowledge, while appropriately conducting decision making on important matters and management supervision. As he has
fully demonstrated his leadership with a global management perspective toward realizing the corporate philosophy andachieving the management plan, the business results for the 123rd fiscal year exceeded the initial plan. In addition, he has
actively promoted initiatives from not only a short-term but also a medium- to long-term perspective.
Based on the above, he is expected to contribute to achieving sustainable growth of the Company and enhancing corporate
value. Therefore, we have nominated him again as a candidate for Director.
(Note)The Company has taken out the MHI Global Insurance, for which Mitsubishi Heavy Industries, Ltd., its parent, acts
as the party to the insurance contract. The insurance policy includes a directors and officers liability insurance agreement
provided for in Article 430-3, Paragraph 1 of the Companies Act, with all Directors and Audit and Supervisory Board
Members named as the insured persons. The contract covers potential damages and expense payments to be borne by the
insured persons arising from shareholder derivative actions, corporate lawsuits or third party litigation. However, the contract
includes certain exemption clauses, such as no compensation being given for liability attributable to acts in violation of laws
or regulations that were committed with full knowledge of their illegality. All insurance premiums are borne by the Company.
If the reappointment of the candidate is approved, the Company will include the candidate as an insured person under the-8-insurance contract. The Company plans to renew the insurance contract with the above details the next time it comes up for
renewal.

-9-

No.

Name
(Date of birth)

Brief career summary and important concurrent duties
Jul. 2006
Jul. 20093

Joined the Company
Vice President, Shanghai Nichiyu Forklift ManufacturingCo., Ltd.
Oct. 2012 Executive Vice President, Nichiyu Forklift (Thailand)Co., Ltd.
Feb. 2015 Division Head, General Manager, Corporate Finance andAccounting Division, Administration Headquarters, theTakatoshi Uno
Company(November 18, 1965)
Jun. 2018 Assistant to Head of Administration Headquarters, theCompany[Reappointment]
May 2019 Member of the Executive Team, Head of Corporate
Finance and Accounting Headquarters, the Company
Apr. 2021 Executive Officer, CFO, Head of Corporate Finance andAccounting Headquarters, Division Head, General
Manager, Corporate Finance Planning Division, theCompany
Apr. 2022 Executive Officer, CFO, Head of Corporate Finance andAccounting Headquarters, the Company
Jun. 2022 Director, the Company (to present)
Apr. 2023 Executive Officer, CFO, Division Head, General
Manager, Corporate Strategy and Planning Office, incharge of Corporate Finance and Accounting
Headquarters, the Company
Apr. 2024 Senior Executive Officer, CFO, Division Head, General
Manager, Corporate Strategy and Planning Office, incharge of Corporate Finance and Accounting
Headquarters, the Company (to present)

Number of Special interests
shares owned
with the(Common stock)Company• Years of service as Director: 2• Attendance at Board of Directors meetings in fiscal year under review:

6,674

None

13 out of 13 meetings (100%)[Reason for nomination as Director and summary of expected roles]
Mr. Takatoshi Uno possesses excellent management skills and abundant business knowledge in the finance and accounting
field, and serves as the Company’s Senior Executive Officer, CFO, and Division Head, General Manager, Corporate Strategy
and Planning Office. He has worked on strengthening fiscal basis as a top-priority issue as CFO. He has steadily promoted
various important projects from the financial and company-wide viewpoints while managing financial planning accurately
and making appropriate proposals based on various indicators.
Based on the above, he is expected to contribute to achieving sustainable growth of the Company and enhancing corporate
value. Therefore, we have nominated him again as a candidate for Director.
(Note)The Company has taken out the MHI Global Insurance, for which Mitsubishi Heavy Industries, Ltd., its parent, acts
as the party to the insurance contract. The insurance policy includes a directors and officers liability insurance agreement
provided for in Article 430-3, Paragraph 1 of the Companies Act, with all Directors and Audit and Supervisory Board
Members named as the insured persons. The contract covers potential damages and expense payments to be borne by the
insured persons arising from shareholder derivative actions, corporate lawsuits or third party litigation. However, the contract
includes certain exemption clauses, such as no compensation being given for liability attributable to acts in violation of laws
or regulations that were committed with full knowledge of their illegality. All insurance premiums are borne by the Company.
If the reappointment of the candidate is approved, the Company will include the candidate as an insured person under the
insurance contract. The Company plans to renew the insurance contract with the above details the next time it comes up for
renewal.

- 10 -

No.

4

Name
(Date of birth)

Brief career summary and important concurrent duties

Apr. 1986 Joined Mitsubishi Heavy Industries, Ltd.
May 2001 Controller, Mitsubishi Caterpillar Forklift Europe B.V.
May 2006 Chief of Planning & Accounting Department, General
Machinery & Special Vehicles Business Headquarters,
Mitsubishi Heavy Industries, Ltd.
Jan. 2009 Deputy General Manager of Planning & Accounting
Department, General Machinery & Special Vehicles
Business Headquarters, Mitsubishi Heavy Industries, Ltd.
Apr. 2011 Deputy General Manager of Planning & Administration
Department, General Machinery & Special Vehicles
Masayuki Suematsu
Business Headquarters, Mitsubishi Heavy Industries, Ltd.
(August 25, 1963)
Jan. 2012 Managing Director, Mitsubishi Agricultural MachineryCo., Ltd.
[Reappointment]
Apr. 2014 Deputy General Manager of Planning & Administration
Department, Business Strategy Division, the Machinery,
Equipment & Infrastructure Domain, Mitsubishi Heavy
Industries, Ltd.
Jan. 2016 CEO, President, Mitsubishi Mahindra Agricultural
Machinery Co., Ltd.
Apr. 2019 Senior Vice President, Head of Business Strategy Office
and Senior General Manager of Corporate Planning
Department, Mitsubishi Heavy Industries, Ltd.
Jun. 2019 Director, the Company (to present)
Apr. 2021 Senior Vice President, Head of Business Strategy Office,Mitsubishi Heavy Industries, Ltd.
Apr. 2022 Senior Vice President; Vice President, Logistics, Thermal& Drive Systems, Mitsubishi Heavy Industries, Ltd.
Apr. 2023 Executive Vice President and CSO, Mitsubishi Heavy
Industries, Ltd. (to present)
Apr. 2024 Head of Business Strategy Office, Mitsubishi Heavy
Industries, Ltd. (to present)[Significant concurrent positions]Executive Vice President and CSO, Head of Business Strategy
Office, Mitsubishi Heavy Industries, Ltd.
• Years of service as Director: 5• Attendance at Board of Directors meetings in fiscal year under review:

Number of Special interests
shares owned
with the(Common stock)Company0

See Note 1
below.

12 out of 13 meetings (92%)[Reason for nomination as Director and summary of expected roles]
After having held the position as CEO, President of Mitsubishi Mahindra Agricultural Machinery Co., Ltd., Mr. Masayuki
Suematsu currently serves as Executive Vice President and CSO, Head of Business Strategy Office of Mitsubishi Heavy
Industries, Ltd., and possesses abundant experience of business management and excellent insight. Based on his experienceand insight, he has provided constructive opinions and suggestions on general management and conducted management
supervision appropriately.
Based on the above, he is expected to contribute to achieving sustainable growth of the Company and enhancing corporate
value. Therefore, we have nominated him again as a candidate for Director.
(Notes)1.
Mr. Masayuki Suematsu serves as Executive Vice President and CSO, Head of Business Strategy Office of Mitsubishi Heavy
Industries, Ltd. Mitsubishi Heavy Industries, Ltd. owns 68,888,181 shares (or 64.59% of all shares) of the Company. A
comprehensive capital and business partnership relationship exists between the Company and Mitsubishi Heavy Industries,
Ltd. in which the Company commissions the production of finished products, parts for finished products and othercomponents to Mitsubishi Heavy Industries, Ltd., and the Company procures them from Mitsubishi Heavy Industries, Ltd.
2.
Mr. Masayuki Suematsu is currently and has in the past 10 years been an executive of Mitsubishi Heavy Industries, Ltd.,
which is the parent of the Company. Positions and responsibilities which Mr. Masayuki Suematsu holds currently and has
held in the past 10 years at Mitsubishi Heavy Industries, Ltd. are stated in the above “Brief career summary and importantconcurrent duties.”- 11 -

3.

4.

The Company has entered into an agreement with Mr. Masayuki Suematsu to limit his liability for damages under Article
423, Paragraph 1 of the Companies Act, and the maximum amount of liabilities under the agreement is the amount stipulated
by laws and regulations. If he is re-elected, the Company plans to renew the same agreement with him.
The Company has taken out the MHI Global Insurance, for which Mitsubishi Heavy Industries, Ltd., its parent, acts as theparty to the insurance contract. The insurance policy includes a directors and officers liability insurance agreement
provided for in Article 430-3, Paragraph 1 of the Companies Act, with all Directors and Audit and Supervisory Board
Members named as the insured persons. The contract covers potential damages and expense payments to be borne by the
insured persons arising from shareholder derivative actions, corporate lawsuits or third party litigation. However, thecontract includes certain exemption clauses, such as no compensation being given for liability attributable to acts inviolation of laws or regulations that were committed with full knowledge of their illegality. All insurance premiums areborne by the Company. If the reappointment of the candidate is approved, the Company will continue to include thecandidate as an insured person under the insurance contract. The Company plans to renew the insurance contract with theabove details the next time it comes up for renewal.

- 12 -

No.

Name(Date of birth)Osamu Ando
(January 3, 1957)[Reappointment][External Director][Independent
Director]

5

Brief career summary and important concurrent duties
Apr. 1979 Joined Shimadzu Corporation
Apr. 1999 Technical Manager, Analytical Instrument Division,
Shimadzu Corporation
Apr. 2000 President, Shimadzu Scientific Instruments, Inc.
Jun. 2007 Director, General Manager, Analysis and Measurement
Division, Shimadzu Corporation
Jun. 2011 Managing Director, in charge of Production, CS, andInformation Systems, Shimadzu Corporation
Apr. 2013 In charge of Production and CS; General Manager,
Aircraft Equipment Division, Shimadzu Corporation
Jun. 2013 Senior Managing Executive Officer, Shimadzu
Corporation
Jun. 2017 President, Shimadzu Access Corporation (to present)
Jun. 2020 Director, the Company (to present)[Significant concurrent positions]
President, Shimadzu Access Corporation• Years of service as External Director:
4• Attendance at Board of Directors meetings in fiscal year under review:

Number of Special interests
shares owned
with the(Common stock)Company0None

13 out of 13 meetings (100%)[Reason for nomination as External Director and summary of expected roles]
Mr. Osamu Ando possesses experience of global business management in measuring and medical instrument
manufacturers and excellent insight. Using his track record and insight, he has provided constructive opinions and suggestions
and conducted management supervision appropriately from an objective and neutral standpoint as Independent Director.
Based on the above, he is expected to contribute to achieving sustainable growth of the Company and enhancing corporate
value. Therefore, we have nominated him again as a candidate for External Director.
(Notes)1.
Mr. Osamu Ando is a candidate for External Director.
2.
The Company has entered into an agreement with Mr. Osamu Ando to limit his liability for damages under Article 423,
Paragraph 1 of the Companies Act, and the maximum amount of liabilities under the agreement is the amount stipulated bylaws and regulations. If he is re-elected, the Company plans to renew the same agreement with him.
3.
The Company has taken out the MHI Global Insurance, for which Mitsubishi Heavy Industries, Ltd., its parent, acts as theparty to the insurance contract. The insurance policy includes a directors and officers liability insurance agreement provided
for in Article 430-3, Paragraph 1 of the Companies Act, with all Directors and Audit and Supervisory Board Members named
as the insured persons. The contract covers potential damages and expense payments to be borne by the insured persons
arising from shareholder derivative actions, corporate lawsuits or third party litigation. However, the contract includes certain
exemption clauses, such as no compensation being given for liability attributable to acts in violation of laws or regulations
that were committed with full knowledge of their illegality. All insurance premiums are borne by the Company. If thereappointment of the candidate is approved, the Company will continue to include the candidate as an insured person under
the insurance contract. The Company plans to renew the insurance contract with the above details the next time it comes up
for renewal.
4.
Upon his election as Director on June 25, 2020, the Company registered Mr. Osamu Ando as an Independent Director with
Tokyo Stock Exchange, Inc.

- 13 -

No.

Name(Date of birth)
Kyoko Kobayashi(July 22, 1972)[Reappointment][External Director][Independent
Director]

6

Brief career summary and important concurrent duties
Apr. 1999 Registered as Attorney
Joined Irokawa Law Office (currently Irokawa Legal
Professional Corporation)
Sep. 2009 Seconded to Legal Affairs Office, Sharp Corporation
Sep. 2014 Returned to Irokawa Law OfficeJan. 2018 Partner, Irokawa Law OfficeFeb. 2018 External Audit and Supervisory Board Member,
Kawakami Paint Manufacturing Co., Ltd. (to present)
Jan. 2020 Partner, Irokawa Legal Professional Corporation (topresent)
Jun. 2020 Director, the Company (to present)
Jun. 2021 External Director, Nippon Pillar Packing Co., Ltd. (topresent)[Significant concurrent positions]
Lawyer, Partner, Irokawa Legal Professional Corporation
External Audit and Supervisory Board Member, Kawakami Paint
Manufacturing Co., Ltd.
External Director, Nippon Pillar Packing Co., Ltd.

• Years of service as External Director:
4• Attendance at Board of Directors meetings in fiscal year under review:

Number of Special interests
shares owned
with the(Common stock)Company0None

13 out of 13 meetings (100%)[Reason for nomination as External Director and summary of expected roles]
Ms. Kyoko Kobayashi possesses abundant track record and insight mainly related to corporate legal affairs as an attorney.
She also has worked for a listed company and served as Independent Director at another listed company. Using her trackrecord and insight, she has provided constructive opinions and suggestions and conducted management supervision
appropriately from an objective and neutral standpoint as Independent Director.
Based on the above, she is expected to contribute to achieving sustainable growth of the Company and enhancing corporate
value. Therefore, we have nominated her again as a candidate for External Director.
Although she has not been engaged in corporate management other than serving as Outside Officer, the Company has
determined that she can appropriately fulfill her duties as an External Director for the reasons above.
(Notes)1.
Ms. Kyoko Kobayashi is a candidate for External Director.
2.
No special interests exist between Ms. Kyoko Kobayashi and the Company. She is a partner at Irokawa Legal Professional
Corporation, with which the Company has entered into a legal advisory contract.
3.
The Company has entered into an agreement with Ms. Kyoko Kobayashi to limit her liability for damages under Article 423,
Paragraph 1 of the Companies Act, and the maximum amount of liabilities under the agreement is the amount stipulated bylaws and regulations. If she is re-elected, the Company plans to renew the same agreement with her.
4.
The Company has taken out the MHI Global Insurance, for which Mitsubishi Heavy Industries, Ltd., its parent, acts as theparty to the insurance contract. The insurance policy includes a directors and officers liability insurance agreement provided
for in Article 430-3, Paragraph 1 of the Companies Act, with all Directors and Audit and Supervisory Board Members named
as the insured persons. The contract covers potential damages and expense payments to be borne by the insured persons
arising from shareholder derivative actions, corporate lawsuits or third party litigation. However, the contract includes certain
exemption clauses, such as no compensation being given for liability attributable to acts in violation of laws or regulations
that were committed with full knowledge of their illegality. All insurance premiums are borne by the Company. If thereappointment of the candidate is approved, the Company will continue to include the candidate as an insured person under
the insurance contract. The Company plans to renew the insurance contract with the above details the next time it comes up
for renewal.
5.
Upon her election as External Director on June 25, 2020, the Company registered Ms. Kyoko Kobayashi as Independent
Director with Tokyo Stock Exchange, Inc.

- 14 -

No.

Name(Date of birth)

Brief career summary and important concurrent duties

Number of Special interests
shares owned
with the(Common stock)Company

Apr. 1970 Joined Daifuku Co., Ltd.
Apr. 1997 General Manager, Metropolitan Area Sales Division,
Daifuku Co., Ltd.

Jun. 1998 Director, General Manager, Regional Business Division,
Daifuku Co., Ltd.

Apr. 2003 Managing Director, Chief Operating Officer (COO), Sales

Fumio Kobayashi(August 17, 1947)[Reappointment][External Director][Independent
Director]

7

and Marketing Operations, Daifuku Co., Ltd. Deputy
General Manager, FA&DA operations General Manager,
Sales Division, FA&DA Operations, Daifuku Co., Ltd.
Apr. 2004 Representative Director, Senior Managing Officer, Sales andMarketing Operations, General Manager, FA&DA
Operations, Daifuku Co., Ltd.

Apr. 2005 Representative Director, Senior Managing Officer, Sales
and Marketing Operations, COO, FA&DA, DTS
Operations, General Manager, FA&DA Operations,
Daifuku Co., Ltd.
Representative Director and President, Daifuku Logistic
Technology Co., Ltd.
Apr. 2006 Executive Vice President, COO, Sales and Marketing
Operations, COO, FA&DA, DTS Operations, Daifuku
Co., Ltd.
Apr. 2007 Executive Vice President, COO, Sales and Marketing
Operations, COO, FA&DA Operations, Daifuku Co.,
Ltd.
Jun. 2011 Executive Vice President, COO, Sales and Marketing
Operations, COO, FA&DA Operations, Daifuku Co.,Ltd.
Apr. 2012 Executive Vice President, COO, Sales and Marketing
Operations, Daifuku Co., Ltd.
Apr. 2013 Executive Vice President, Daifuku Co., Ltd.
Apr. 2014 Executive Vice President, Supervisor of Companies in
Europe, Daifuku Co., Ltd.
Apr. 2015 Director, Adviser, Daifuku Co., Ltd.
Jun. 2015 Adviser, Daifuku Co., Ltd.
Nov. 2016 Managing Director, Japan Material Flow InstituteJun. 2017 Resigned from Daifuku Co., Ltd.
Oct. 2017 Senior Managing Director, Japan Material Flow InstituteJun. 2022 Director, the Company (to present)
Aug. 2022 Adviser, Japan Material Flow Institute (to present)[Significant concurrent positions]
Adviser, Japan Material Flow Institute• Years of service as External Director:
2• Attendance at Board of Directors meetings in fiscal year under review:

0

None

13 out of 13 meetings (100%)[Reason for nomination as External Director and summary of expected roles]
Mr. Fumio Kobayashi currently serves as Adviser, Japan Material Flow Institute after having held the position as Executive
Vice President, Daifuku Co., Ltd., and possesses abundant experience of business management and excellent insight for thematerial handling equipment industry. Using his track record and insight, he has provided constructive opinions andsuggestions and conducted management supervision appropriately from an objective and neutral standpoint as Independent
Director.
Based on the above, he is expected to contribute to achieving sustainable growth of the Company and enhancing corporate
value. Therefore, we have nominated him again as a candidate for External Director.
(Notes)1.
Mr. Fumio Kobayashi is a candidate for External Director.
2.
The Company has entered into an agreement with Mr. Fumio Kobayashi to limit his liability for damages under Article 423,
Paragraph 1 of the Companies Act, and the maximum amount of liabilities under the agreement is the amount stipulated bylaws and regulations. If he is reappointed, the Company plans to renew the same agreement with him.

- 15 -

3.

4.

The Company has taken out the MHI Global Insurance, for which Mitsubishi Heavy Industries, Ltd., its parent, acts as theparty to the insurance contract. The insurance policy includes a directors and officers liability insurance agreement provided
for in Article 430-3, Paragraph 1 of the Companies Act, with all Directors and Audit and Supervisory Board Members named
as the insured persons. The contract covers potential damages and expense payments to be borne by the insured persons
arising from shareholder derivative actions, corporate lawsuits or third party litigation. However, the contract includes
certain exemption clauses, such as no compensation being given for liability attributable to acts in violation of laws or
regulations that were committed with full knowledge of their illegality. All insurance premiums are borne by the Company.
If the reappointment of the candidate is approved, the Company will continue to include the candidate as an insured person
under the insurance contract. The Company plans to renew the insurance contract with the above details the next time itcomes up for renewal.
Upon his election as External Director on June 24, 2022, the Company registered Mr. Fumio Kobayashi as Independent
Director with Tokyo Stock Exchange, Inc.

- 16 -

Proposal 3:

Election of Two (2) Audit and Supervisory Board Members

The terms of office of Audit and Supervisory Board Members Mr. Shinji Ichihara and Mr. Shigeru
Yoshimura will expire at the conclusion of this year’s Annual General Meeting of Shareholders. Accordingly,
the election of two (2) Audit and Supervisory Board Members is proposed. The Audit and Supervisory Board
has given its consent to the proposal.
The candidates are as follows:
No.

1

Name

Reappointment

Positions and responsibilities

Significant concurrent positions

Audit and Supervisory Board
MemberShinji Ichihara
External Audit and2

Newly appointed

Hideki Sugiura

Full-time Corporate Auditor, Dai
Nippon Toryo Co., Ltd.

Supervisory Board
MemberIndependent Auditor- 17 -

No.

Name(Date of birth)

Brief career summary and important concurrent duties

Number of Special interests
shares owned
with the(Common stock)Company

Apr. 1981 Joined Mitsubishi Heavy Industries, Ltd.
Jan. 2009 General Manager of Planning & Accounting Department,
Shinji Ichihara(December 16, 1957)[Reappointment]

1

General Machinery & Special Vehicles Business
Headquarters, Mitsubishi Heavy Industries, Ltd.
Jun. 2011 Deputy Head of Sagamihara Machinery Works, Mitsubishi
Heavy Industries, Ltd.

Apr. 2013 Deputy Head of General Machinery & Special Vehicles
Business Headquarters, Mitsubishi Heavy Industries, Ltd.
Jan. 2014 CEO, Mitsubishi Heavy Industries Europe, Ltd.
1,228
None
Apr. 2017 Assistant to Head of Administration Headquarters, theCompany
Jun. 2017 Senior Executive Officer,
Assistant to Head of Administration Headquarters, theCompany
Jun. 2018 Head of Administration Headquarters, the Company
Apr. 2020 Assistant to President, the Company
Jun. 2020 Audit and Supervisory Board Member, the Company (topresent)[Reason for nomination as Audit and Supervisory Board Member]
Mr. Shinji Ichihara served as CEO of a group company outside Japan and held key positions in finance and planningdepartments at Mitsubishi Heavy Industries, Ltd. In addition, he served as Senior Executive Officer and Head of
Administration Headquarters of the Company and possesses abundant business knowledge. Since 2020, he has worked on theenhancement of the Company’s audits and properly provided opinions and suggestions as Audit and Supervisory Board
Member.
Based on the above, we have nominated him again as a candidate for Audit and Supervisory Board Member.
(Notes)1.
The Company has entered into an agreement with Mr. Shinji Ichihara to limit his liability for damages under Article 423,
Paragraph 1 of the Companies Act, and the maximum amount of liabilities under the agreement is the amount stipulated bylaws and regulations. If he is reappointed, the Company plans to renew the same agreement with him.
2.
The Company has taken out the MHI Global Insurance, for which Mitsubishi Heavy Industries, Ltd., its parent, acts as theparty to the insurance contract. The insurance policy includes a directors and officers liability insurance agreement provided
for in Article 430-3, Paragraph 1 of the Companies Act, with all Directors and Audit and Supervisory Board Members named
as the insured persons. The contract covers potential damages and expense payments to be borne by the insured persons
arising from shareholder derivative actions, corporate lawsuits or third party litigation. However, the contract includes certain
exemption clauses, such as no compensation being given for liability attributable to acts in violation of laws or regulations
that were committed with full knowledge of their illegality. All insurance premiums are borne by the Company. If theappointment of the candidate is approved, the Company will include the candidate as an insured person under the insurance
contract. The Company plans to renew the insurance contract with the above details the next time it comes up for renewal.

- 18 -

No.

Name(Date of birth)
Hideki Sugiura(February 2, 1966)

Brief career summary and important concurrent duties

Number of Special interests
shares owned
with the(Common stock)Company

Apr. 1989 Joined The Mitsubishi Trust and Banking Corporation(currently Mitsubishi UFJ Trust and Banking Corporation)

Feb. 2012 Deputy General Manager, Corporate Advisory Service

2

Division, Mitsubishi UFJ Trust and Banking Corporation[Newly appointed][External Audit and Oct. 2013 Deputy General Manager, Credit Supervisory Division,
Mitsubishi UFJ Trust and Banking Corporation
Supervisory Board
Aug. 2014 General Manager, Real Estate Finance Credit Division,
Member]Mitsubishi UFJ Trust and Banking Corporation[Independent Auditor]
Apr. 2017 Deputy General Manager, Real Estate Trust Division,
Mitsubishi UFJ Trust and Banking Corporation
Apr. 2018 Deputy General Manager, Group Real Estate Business
Division, Mitsubishi UFJ Trust and Banking Corporation
Apr. 2021 Seconded to MU Trust Apple Planning Company, Ltd.
Jun. 2021 Full-time Corporate Auditor, Dai Nippon Toryo Co., Ltd.
(to present)[Significant concurrent positions]
Full-time Corporate Auditor, Dai Nippon Toryo Co., Ltd.

0

None

[Reason for nomination as External Audit and Supervisory Board Member]
Mr. Hideki Sugiura has held executive positions at various divisions of Mitsubishi UFJ Trust and Banking Corporation.
He currently serves as Full-time Corporate Auditor of Dai Nippon Toryo Co., Ltd.
He was elected as Substitute External Audit and Supervisory Board Member in 2023, as the Company expected him totake advantage of his abundant experience and excellent insight and properly provide opinions and suggestions and carry out
audits from an objective perspective as External Audit and Supervisory Board Member. Following the retirement of anExternal Audit and Supervisory Board Member, the Company proposes that he assume the position of External Audit andSupervisory Board Member, instead of being a substitute. We have therefore nominated him as a candidate for External Audit
and Supervisory Board Member.
(Notes)1.
Mr. Hideki Sugiura is a candidate for External Audit and Supervisory Board Member.
2.
If the election of Mr. Hideki Sugiura is approved, the Company plans to enter into an agreement with him to limit his liability
for damages under Article 423, Paragraph 1 of the Companies Act, and the maximum amount of liabilities under theagreement will be the amount stipulated by laws and regulations.
3.
The Company has taken out the MHI Global Insurance, for which Mitsubishi Heavy Industries, Ltd., its parent, acts as theparty to the insurance contract. The insurance policy includes a directors and officers liability insurance agreement provided
for in Article 430-3, Paragraph 1 of the Companies Act, with all Directors and Audit and Supervisory Board Members named
as the insured persons. The contract covers potential damages and expense payments to be borne by the insured persons
arising from shareholder derivative actions, corporate lawsuits or third party litigation. However, the contract includes
certain exemption clauses, such as no compensation being given for liability attributable to acts in violation of laws or
regulations that were committed with full knowledge of their illegality. All insurance premiums are borne by the Company.
If the appointment of the candidate is approved, the Company will include the candidate as an insured person under the
insurance contract. The Company plans to renew the insurance contract with the above details the next time it comes up for
renewal.
4.
If the election of Mr. Hideki Sugiura is approved, the Company plans to register him as an Independent Auditor with Tokyo
Stock Exchange, Inc.
5.
Business relations, including the provision of transfer agent and consulting services, exist between the Company and
Mitsubishi UFJ Trust and Banking Corporation, where Mr. Hideki Sugiura has in the past been an executive. Meanwhile,
the amount of transaction based on such relations accounts for an insignificant proportion (below 0.01%) of consolidated
net sales of Mitsubishi UFJ Trust and Banking Corporation as of the end of the most recent business year. The Company
therefore believes that Mr. Hideki Sugiura’s independence is secured.
6.
Okayama Kako Co., Ltd., at which Mr. Hideki Sugiura serves as Corporate Auditor, announced in October 2023, when he
was in office, that misconduct, such as tampering of results of tests conducted based on internal testing standards, had beenfound in relation to JIS products manufactured by the Okayama-based consolidated subsidiary of Dai Nippon Toryo Co.,
Ltd. Although he was unaware of the fact of misconduct until it came to light, he has been providing suggestions from theperspective of compliance on a regular basis at Dai Nippon Toryo Co., Ltd. and Okayama Kako Co., Ltd. After the fact of
misconduct came to light, he also gave advice on the strengthening of internal control systems to prevent recurrence, as wellas on thorough enforcement of compliance. The Company is therefore certain that he has been fulfilling his responsibilities.

- 19 -

Proposal 4:

Election of One (1) Substitute Audit and Supervisory Board Member

To prepare for the case where the number of Audit and Supervisory Board Members falls below the number
required by laws and regulations, the Company proposes the election of one (1) Substitute Audit andSupervisory Board Member. The Audit and Supervisory Board has given its consent to the proposal.
The candidate is as follows:
No.

Name
(Date of birth)

Brief career summary and important concurrent duties

Number of Special interests
shares owned
with the(Common stock)Company

Apr. 1994 Joined Kyoto Office, Tohmatsu & Co. (currently Deloitte

Takashi Iwabuchi(August 19, 1971)

1

Touche Tohmatsu LLC)
Partner, Deloitte Touche Tohmatsu LLC
Head of Kyoto Office, Deloitte Touche Tohmatsu LLC (until
May 2023)
Nov. 2023 Resigned from Deloitte Touche Tohmatsu LLC

Jul. 2009
Jul. 2019

Dec. 2023 External Auditor, PKUtech co., ltd. (to present)0
None[External Audit andDec. 2023 Representative, Takashi Iwabuchi CPA Office (toSupervisory Board
present)
Member]Jan. 2024 President, Management Hub Co., Ltd. (to present)[Independent Auditor][Significant concurrent positions]
External Auditor, PKUtech co., ltd.
Representative, Takashi Iwabuchi CPA Office
President, Management Hub Co., Ltd.
[Reason for nomination as Substitute External Audit and Supervisory Board Member]
As a certified public accountant, Mr. Takashi Iwabuchi served as a partner, as well as a head of office, at a major audit
corporation.
The Company expects him to take advantage of his abundant experience and excellent insight and properly provide
opinions and suggestions and carry out audits from an objective perspective as External Audit and Supervisory Board Member.
We have therefore nominated him as a candidate for Substitute External Audit and Supervisory Board Member.
(Notes)1.
Mr. Takashi Iwabuchi is a candidate for Substitute External Audit and Supervisory Board Member and meets the criteria for
Independent Directors/Auditors set by Tokyo Stock Exchange, Inc. If he assumes office as an External Audit and Supervisory
Board Member, the Company plans to register him as an Independent Auditor with Tokyo Stock Exchange, Inc.
2.
If Mr. Takashi Iwabuchi assumes office as an External Audit and Supervisory Board Member, the Company plans to enter
into an agreement with him to limit his liability for damages under Article 423, Paragraph 1 of the Companies Act, and the
maximum amount of liabilities under the agreement will be the amount stipulated by laws and regulations.
3.
The Company has taken out the MHI Global Insurance, for which Mitsubishi Heavy Industries, Ltd., its parent, acts as theparty to the insurance contract. The insurance policy includes a directors and officers liability insurance agreement provided
for in Article 430-3, Paragraph 1 of the Companies Act, with all Directors and Audit and Supervisory Board Members named
as the insured persons. The contract covers potential damages and expense payments to be borne by the insured persons
arising from shareholder derivative actions, corporate lawsuits or third party litigation. However, the contract includes
certain exemption clauses, such as no compensation being given for liability attributable to acts in violation of laws or
regulations that were committed with full knowledge of their illegality. All insurance premiums are borne by the Company.
If Mr. Takashi Iwabuchi assumes office as an External Audit and Supervisory Board Member, the Company will include thecandidate as an insured person under the insurance contract.

- 20 -