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 9, 2020
To Shareholders with Voting Rights:
Takashi Mikogami
President and CEO
Mitsubishi Logisnext Co., Ltd.
2-1-1, Higashi-kotari,
Nagaokakyo City, Kyoto

NOTICE OF
THE 119TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We are pleased to notify you that the 119th Annual General Meeting of Shareholders of Mitsubishi Logisnext
Co., Ltd. (the “Company”) will be held for the purposes as described below.
To avoid the risk of spreading COVID-19 at the Annual General Meeting of Shareholders, shareholders arerequested to, wherever possible, refrain from attendance at the General Meeting of Shareholders, and instead
exercise their voting rights in writing.
When exercising voting rights in writing, please review the attached “Reference Documents for the General
Meeting of Shareholders,” indicate your vote for or against the proposals on the enclosed Voting Rights Exercise
Form and return it so that it is received by 4:50 p.m. on Wednesday, June 24, 2020, Japan time.
1. Date and Time:
2. Place:

Thursday, June 25, 2020 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

3. Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
119th Fiscal Year (April 1, 2019 - March 31, 2020) 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 119th Fiscal Year
(April 1, 2019 - March 31, 2020)
Proposals to be resolved:
Proposal 1:
Dividend of Surplus
Proposal 2:
Partial Amendments to the Articles of Incorporation
Proposal 3:
Election of Seven (7) Directors
Proposal 4:
Election of Two (2) Audit and Supervisory Board Members

-1-

●
●

●
●

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
Of the documents to be attached to this Notice, “Notes to the Consolidated Financial Statements” of theConsolidated Financial Statements and “Notes to the Non-consolidated Financial Statements” of theNon-consolidated Financial Statements are posted on the Company’s website(https://www.logisnext.com/) in accordance with provisions of laws and regulations as well as theCompany’s Articles of Incorporation and therefore are not included in the documents attached to thisNotice.
The Consolidated Financial Statements and Non-consolidated Financial Statements that were audited by
the Audit and Supervisory Board Members and the Accounting Auditor include the “Notes to theConsolidated Financial Statements” and “Notes to the Non-consolidated Financial Statements”
mentioned above, in addition to the documents attached to this Notice.
Should the Reference Documents for the General Meeting of Shareholders, Business Report,
Consolidated Financial Statements and Non-consolidated Financial Statements require revisions, therevised versions will be posted on the Company’s website (https://www.logisnext.com/).
If you wish to make a diverse exercise of your voting rights, please notify the Company of your intention
and the reason therefor in writing not later than three (3) days before the Annual General Meeting of
Shareholders.

-2-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, 2020, 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: 13 yen per share
Total amount:
1,384,901,843 yen
3. Date that the dividend of surplus becomes effective
June 26, 2020-3-

Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for amendments
In order to abolish Class-A stock in accordance with the exercise of all rights to request acquisition ofClass-A stock, it is proposed that Article 6 regarding the total number of authorized shares and the total
number of authorized types of shares pertaining to Class-A stock, Article 8 regarding the number of sharesconstituting one unit of Class-A stock, the provisions in Chapter 2-2 Class-A Stock, and the provisions in
Article 19-2 (Class Shareholders Meeting) of the current Articles of Incorporation be deleted. The total
number of authorized shares will be the same as the current total number of authorized shares pertaining
to common stock.
2. Details of amendments
The proposed amendments to the Articles of Incorporation are as follows:(Note: In case that change in original Japanese text does not effect a substantial change in the meaning,
no change is made in English translation.)(Amended parts are underlined.)
Current Articles of Incorporation(Total Number of Authorized Shares and Total Number of Authorized Types of Shares)
Article 6

The total number of authorized shares of the Company shall be
425,000,000 shares, and 392,725,256 shares and 32,274,744 shares ofwhich shall be common shares and shares described in Chapter 2-2(hereinafter referred to as “Class-A Stock”), respectively.

(Number of Shares Constituting One Unit)
Article 8

The number of shares constituting one unit of common shares of theCompany shall be 100 shares and the number of shares constituting
one unit of Class-A Stock shares of the Company shall be 1 share.

Chapter 2-2 Class-A Stock(Distribution of Dividend)
Article 13-2 In making the distribution of the dividend, the Company shall pay incash to the shareholders of the Class-A Stock (the “Class-A
Shareholders”) or the registered pledgees of the Class-A Stock (the“Registered Class-A Stock Pledgees”) described or recorded in the
final list of the shareholders as of the record date for such distribution
the amount obtained as the product of: the dividend per commonstock share; multiplied by the acquisition ratio (as provided in Article
13-4, paragraph 2 below, and hereinafter the same shall apply)
applicable as of the timing for such distribution (any fraction less than
1 JPY shall be rounded down), for each share of the Class-A Stock,in the same priority order as applicable to the shareholder of thecommon stock (the “Common Shareholders”) or the registeredpledgees of the common stock (the “Registered Common-Stock
Pledgees”).
(Allocation of Residual Assets)
Article 13-3 In making the allocation of the residual assets, the Company shall pay
in cash to the Class-A Shareholders or Registered Class-A Stock
Pledgees the amount obtained as the product of: the residual asset percommon-stock share; multiplied by the acquisition ratio applicable asof the timing for such allocation (any fraction less than 1 JPY shall be-4-

Proposed amendments(Total Number ofAuthorized Shares)
Article 6 The total
number of
authorized sharesof the Company
shall be392,725,256
shares.
(Number of Shares
Constituting One Unit)
Article 8 The
number of sharesconstituting one
unit of theCompany shallbe 100 shares.
(Deleted)(Deleted)(Deleted)(Amended parts are underlined.)
Current Articles of Incorporation

Proposed amendments

rounded down), for each share of the Class-A Stock, in the same priority
order as applicable to the Common Shareholders or Registered
Common-Stock Pledgees.
(Put Option in Consideration of Common-Stock Shares)
Article 13-4 A Class-A Shareholder may claim at any time on or before May 30,
2033 (the “Conversion Claimable Term”) that the Company should
acquire the shares in the Class-A Stock and deliver the shares in thecommon stock in exchange therefor. In such event, the number of theshares in the common stock that the Company should deliver inexchange for its acquisition of the shares in the Class-A Stock shall becalculated as the number equivalent to the product of: the number of theshares in the Class-A Stock; multiplied by the acquisition ratio
applicable as of the date for such claim. In calculating the number of theshares in the common stock that the Company should deliver inexchange for its acquisition of the shares in the Class-A Stock, any
fraction less than one (1) share shall be rounded down, and the cash asprovided in Section 167.3 of the Company Act shall not be payable
therefor.
2. The acquisition ratio shall be 1, provided, however, that the acquisition
ratio shall be adjusted as follows if any one of the following occurs:(1) If a merger or split of the share is effected;
In the event where the Company has effected a merger or split of theshares in the common stock, the acquisition ratio shall be adjusted inaccordance with the following formula:
Acquisition
Ratio asAdjusted=

Acquisition
Ratio prior to 
Adjustment

The number of issued common-stock shares
immediately after the effectuation of such merger or
split
The number of issued common-stock shares
immediately before the effectuation of such merger or
split

The acquisition ratio as adjusted shall take effect on the date
immediately following the record date if for the split of shares, and on
the date when the merger takes effect if for the merger of shares.
(2) If a share in the common stock is Issued;
In the event where the Company issues any common-stock share or
disposes of its common-stock share (including the allotment of shares
without contribution, but excluding the delivery of a common-stock
share resultant from the acquisition of any share or stock option(including the stock option incorporated into a warrant bond, and thesame shall apply in this paragraph 2) the acquisition of which calls forsuch delivery of common-stock share, the delivery of a common-stock
share resultant from the exercise of any stock option for acquiring acommon-stock share, and the delivery of a common-stock share in thecourse of a corporate merger, company split or stock swap) (to “Issue”
a common-stock share) in consideration of the payment of the amountless than the market price of such common-stock share (as determined
below) multiplied by 0.9, the acquisition ratio shall be adjusted inaccordance with the following formula:-5-(Deleted)(Amended parts are underlined.)
Current Articles of Incorporation

Proposed amendments

The number of issued common-stock
shares (except for treasury shares)
after such Issuance of common-stock
sharesThe
number
The number
Amountof newlyof issued
Acquisition
payable perdelivered
AcquisitioncommonRatio priorcommoncommon
Ratio as =stock sharestostock sharestock
AdjustedMarket price(except for
Adjustment
newlysharesof common-  treasury+
deliveredthroughstock share
shares)through such
such
before such
Issuance ofIssuance
Issuance ofcommonofcommonstock sharescommonstock sharesstock
sharesMarket price ofcommon-stock
share



For the purpose of this paragraph, the “market price of common-stock
share” means (i) where the common-stock shares of the Company arelisted on the stock market as of the record date for Issuance of suchcommon-stock share (if no record date therefor, the applicablepayment due date shall be used for issuance and disposal of suchcommon-stock share (or the last day of the payable term if such termis provided therefor) and the applicable effective date shall be used forallotment of shares without contribution) (the “Adjustment Record
Date”), the amount equivalent to the mean value of the daily volumeweighted average prices in the regular transactions of the commonstock share of the Company made through Tokyo Stock Exchange,
Inc. (the “Tokyo Stock Exchange”) during the thirty (30) transaction
day period commencing on the forty-fifth (45) transaction day prior to
the Adjustment Record Date (any fraction less than 1 JPY shall becalculated to the second decimal place, and such second decimal place
shall be rounded off), or (ii) where the common-stock shares of theCompany are not listed on the stock market as of the Adjustment
Record Date, the net asset value of the Company per share (on the
consolidated basis) calculated from the following formula as of the
Adjustment Record Date.
Amount of cash
paid as the resultof dividend
Net asset
Deposit for
distribution orvalue based
subscription
acquisition of
Shares of
Net asset
on the latest
to newStock- ( treasury shares +++ minority )value of theconsolidated
shares and tooptions
after the last day
shareholders
Companybalancetreasuryof the fiscal term
per share =sheet
sharesfor such(on theconsolidated
consolidatedbalance sheet
basis)The number of issued
common-stock shares(except for treasury
shares)The number of issued
Class-A-Stock shares
+(except for treasury
shares)Acquisition ratio

The acquisition ratio as adjusted shall take effect on the date
immediately following the Adjustment Record Date.
(3) Other than those set forth in item (1) or (2) above, if the adjustment of
the acquisition ratio is required due to the issuance or disposal ofshares, issuance of stock options or allotment of shares without
contribution resultant from a corporate merger, stock swap orcompany split, or due to occurrence of any event similar to those under-6-

(Amended parts are underlined.)
Current Articles of Incorporation

Proposed amendments

item (1) or (2) above, the acquisition ratio thereafter shall bereasonably adjusted.
(4) The “acquisition ratio prior to adjustment” as used in item (1) or (2)above shall be the acquisition ratio as applicable immediately prior to
the application of the acquisition ratio as adjusted.
(Call Option Exercisable in Consideration of Common-stock Share)
Article 13-5 At any time after the expiry of the Conversion Claimable Term, theCompany may elect to acquire, upon the arrival of the date designatedby the Board of Directors, all or a part of the Class-A-Stock shares
having the issued status as of such designated date (excluding thetreasury shares), and deliver the number of the common-stock sharesequivalent to the acquisition ratio as of such designated date per ClassA-Stock share in exchange therefor.
(Call Option Exercisable in Consideration of Cash)
Article 13-6 The Company may elect at any time to acquire, upon the arrival of thedate designated by the Board of Directors, all or a part of the Class-AStock shares. In the event of such acquisition, the Company shall pay to
the Class-A Shareholders in cash the amount obtained as the product ofthe market price of a common-stock share multiplied by the acquisition
ratio per Class-A-Stock share, subject to the distributable amount.
For the purpose of this Article, the “market price of common-stock
share” means (i) where the common-stock shares of the Company arelisted on the stock market as of the date when the board of directors has
determined the acquisition (the “Acquisition Determination Date”), theamount equivalent to the mean value of the daily volume-weighted
average prices in the regular transactions of the common-stock share of
the Company made through the Tokyo Stock Exchange during the thirty(30) transaction day period commencing on the forty-fifth (45)transaction day prior to the Acquisition Determination Date (anyfraction less than 1 JPY shall be calculated to the second decimal place,and such second decimal place shall be rounded off), or (ii) where thecommon-stock shares of the Company are not listed on the stock market
as of the Acquisition Determination Date, the net asset value of theCompany per share (on the consolidated basis) calculated from thefollowing formula as of the Acquisition Determination Date.

(Deleted)(Deleted)

Amount of cash
paid as the resultof dividend
Net asset
Deposit for
distribution orvalue based
subscription
acquisition of
Shares of
Net asset
on the latest
to new sharesStock- ( treasury shares +++ minority )value of theconsolidated
and tooptions
after the last day
shareholders
Companybalancetreasuryof the fiscal
per share (on =sheetsharesterm for suchthe
consolidated
consolidatedbalance sheet
basis)The number of issued
The number of issued
common-stock sharesClass-A-Stock shares Acquisition ratio+(except for treasury(except for treasury
shares)shares)(Voting Rights)
Article 13-7 No Class-A Shareholder shall be entitled to vote in the generalshareholders meeting of the Company.

-7-(Deleted)(Amended parts are underlined.)
Current Articles of Incorporation

Proposed amendments

2 The Company may elect to take any one of the actions enumerated in
Section 322.1 of the Company Act without the resolution of the classshareholders meeting composed of the Class-A Shareholders, unlessotherwise required under the law.
(Merger or Split of Share and Allotment of Shares for Subscription)
Article 13-8 Unless otherwise required under the law, the Company will make nomerger or split of the Class-A-Stock shares. The Company will grant
the Class-A Shareholders with no right to allotment of the share or stock
option for subscription and will make no allotment of share or stock
option without contribution to the Class-A Shareholders.
(Class Shareholders Meeting)
Article 19-2 The provisions of Article 13 shall apply mutatis mutandis to a general
meeting of class shareholders held on the same date as an ordinary
general meeting of shareholders.
2. The provisions from Article 15 to Article 17, paragraph 1 of Article 18,
and Article 19 shall apply mutatis mutandis to a general meetings ofclass shareholders.
3. The provisions of paragraph 2 of Article 18 shall apply mutatis mutandis
to resolutions by a general meeting of class shareholders based on theprovisions of Article 324, paragraph 2 of the Companies Act.

-8-

(Deleted)(Deleted)Proposal 3:

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

1

Reappointment

Masanori
Kagami2Reappointment

Shinji Fujita

3

Reappointment

Positions and Responsibilities
Director
Senior Executive Vice President
Assistant to the President
In charge of Strategic Planning
OfficeIn charge of Domestic Sales andMarketing, and Overseas Sales
and Marketing
Director
Senior Executive Officer
Division Head, General
Manager, Quality Management
OfficeMasayuki
Suematsu

4

Newly appointed

Takashi Kubo

5

Reappointment

Ken Okochi

6

Newly appointed

Osamu Ando

7

Newly appointed

Kyoko
Kobayashi

Significant concurrent positions

Director

Senior Vice President,
Mitsubishi Heavy Industries,
Ltd.
Head of Business Strategy Office
and Senior General Manager ofCorporate Planning Department,
Mitsubishi Heavy Industries,
Ltd.

Senior Executive Officer
Division Head, General
Manager, Strategic Planning
OfficeExternal Director
Independent Director

Director
President, Shimadzu AccessCorporation
Lawyer, Partner, Irokawa Legal
Professional Corporation
External Audit and Supervisory
Board Member, KAWAKAMIPAINT MANUFACTURING
CO.,LTD.

External Director
Independent Director

External Director
Independent Director

-9-

No.

Name
(Date of birth)

Masanori Kagami(January 6, 1952)[Reappointment]

1

Brief career summary and important concurrent duties
Oct. 2008 Division Head, General Manager of Service Division,
Domestic Service Headquarters, the Company
Jun. 2009 Executive Officer, the Company
Executive Officer, Nichiyu MHI Forklift Co., Ltd.
Deputy Head of Sales and Marketing Headquarters,
Nichiyu MHI Forklift Co., Ltd.
Jun. 2010 Director, the Company
President and CEO, Nichiyu MHI Forklift Co., Ltd.
Apr. 2013 Director, the Company (to present)
Senior Executive Officer, the Company
In charge of Domestic Sales and Marketing
Headquarters, the Company
Head of Domestic Sales and Marketing Headquarters, theCompany
Apr. 2014 Division Head, General Manager of Market Development
Division, Domestic Sales and Marketing Headquarters,
the Company
Jul. 2014 Division Head, General Manager of Domestic Customer
Service Division, Domestic Sales and Marketing
Headquarters, the Company
Jun. 2015 Senior Vice President, the Company
Oct. 2017 Senior Executive Vice President, the Company (topresent)
Assistant to the President, the Company (to present)
In charge of Domestic Sales and Marketing, andOverseas Sales and Marketing, the Company (to present)
Jun. 2018 Chief of PMI Promotion Office, the Company
Apr. 2019 In charge of Strategic Planning Office, the Company (topresent)

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

23,900None[Reason for nomination as Director]
As Director, Mr. Masanori Kagami has fulfilled his accountability to the Board of Directors mainly from a management
and business strategy perspective. Furthermore, he has conducted decision making on important matters, provided appropriate
advice from a broad perspective, and supervised management. With his proven track record of business management in the
Company’s business and abundant business knowledge, he has led the management of the corporate group.
For these reasons, we have nominated him again as a candidate for Director.

- 10 -

No.

2

Name
(Date of birth)

Brief career summary and important concurrent duties

Apr. 2005 Chief of Product Planning Office, Industrial Machinery
Engineering Division, NISSAN MOTOR CO., LTD.
Shinji Fujita
Oct. 2010 General Manager of Product Development Division,(February 14, 1960)
Nissan Forklift Co., Ltd.
Apr. 2013 Vice President, General Manager of Research and[Reappointment]
Development Division, UniCarriers Corporation
Oct. 2013 Senior Vice President, UniCarriers Corporation
Jun. 2014 Director, UniCarriers Corporation
Aug. 2014 General Manager of Purchasing Division, UniCarriers
Corporations
Oct. 2015 General Manager of Global R&D Center, Research andDevelopment Division, UniCarriers Corporation
General Manager of R&D Onomichi Center, Researchand Development Division, UniCarriers Corporation
Jun. 2017 Director, the Company (to present)
Oct. 2017 Senior Executive Officer, the Company (to present)
Head of Engineering Headquarters
Feb. 2019 Division Head, General Manager, Product Planning
Office, the Company
Apr. 2020 Division Head, General Manager, Quality Management
Office, the Company (to present)

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

2,200

None

[Reason for nomination as Director]
As Director, Mr. Shinji Fujita has fulfilled his accountability to the Board of Directors mainly from a technology andquality perspective, and conducted decision making on important matters and management supervision appropriately. Withhis proven track record and abundant business knowledge in the Company’s technology development, he has led technology
development and improvement of product quality of the Company from a global perspective as Senior Executive Officer.
For these reasons, we have nominated him again as a candidate for Director.

- 11 -

No.

3

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.
Masayuki Suematsu May 2006 Chief of Planning & Administration Department, General
Machinery & Special Vehicles Business Headquarters,(August 25, 1963)
Mitsubishi Heavy Industries, Ltd.
Jan. 2009 Deputy General Manager of Planning & Accounting[Reappointment]
Department, General Machinery & Special Vehicles
Business Headquarters, Mitsubishi Heavy Industries, Ltd.
Apr. 2011 Deputy General Manager of Planning & Administration
Department, General Machinery & Special Vehicles
Business Headquarters, Mitsubishi Heavy Industries, Ltd.
Jan. 2012 Managing Director, Mitsubishi Agricultural MachineryCo., Ltd.
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, Mitsubishi Heavy Industries, Ltd.
(to present)
Head of Business Strategy Office and Senior General
Manager of Corporate Planning Department, Mitsubishi
Heavy Industries, Ltd. (to present)
Jun. 2019 Director, the Company (to present)[Significant concurrent positions]
Senior Vice President, Mitsubishi Heavy Industries, Ltd.
Head of Business Strategy Office and Senior General Manager ofCorporate Planning Department, Mitsubishi Heavy Industries, Ltd.

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

See Note 1
below.

[Reason for nomination as Director]
After having held the position as CEO, President of Mitsubishi Mahindra Agricultural Machinery Co., Ltd., Mr. Masayuki
Suematsu currently serves as Senior Vice President of Mitsubishi Heavy Industries, Ltd., and possesses abundant experienceof business management and excellent insight. Based on his experience and insight, he has provided constructive opinions andsuggestions on general management and conducted management supervision appropriately.
For these reasons, we have nominated him again as a candidate for Director.
(Notes)1.
Mr. Masayuki Suematsu is Senior Vice President, Head of Business Strategy Office and Senior General Manager ofCorporate Planning Department of Mitsubishi Heavy Industries, Ltd. Mitsubishi Heavy Industries, Ltd. owns 68,888,181
shares (or 64.68% of all voting rights) of the Company. A comprehensive capital and business partnership relationshipexists between the Company and Mitsubishi Heavy Industries, Ltd. in which the Company commissions the production offinished products, parts for finished products and other components 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 five 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 five years at Mitsubishi Heavy Industries, Ltd. are stated in the above “Brief career summary and importantconcurrent duties.”
3.
The Company 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 such agreements was the amountstipulated by laws and regulations. If he is re-elected, the Company plans to renew the same agreement with him.

- 12 -

No.

Name(Date of birth)
Takashi Kubo

(August 12, 1961)[Newly appointed]

4

Brief career summary and important concurrent duties
Apr. 1984 Joined Mitsubishi Heavy Industries, Ltd.
Apr. 2009 Vice President, MITSUBISHI HEAVY INDUSTRIESFORKLIFT (DALIAN) CO., LTD.
Apr. 2010 President, Mitsubishi Caterpillar Forklift Asia Inc.
Oct. 2011 President, MITSUBISHI HEAVY INDUSTRIESFORKLIFT (DALIAN) CO., LTD.
Jun. 2013 Executive Officer, the Company
Oct. 2017 Division Head, General Manager, Quality Management
Office, the Company
Feb. 2019 Head of Overseas Sales and Marketing Headquarters, theCompany
Jun. 2019 Senior Executive Officer, the Company (to present)
Apr. 2020 Division Head, General Manager, Strategic Planning
Office, the Company (to present)

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

400

None[Reason for nomination as Director]
As Senior Executive Officer, Mr. Takashi Kubo has held positions of the head of key areas and divisions of the Company
including President of a company of the corporate group outside Japan, Division Head, General Manager of Quality
Management Office, Head of Overseas Sales and Marketing Headquarters, and Division Head, General Manager, Strategic
Planning Office. Therefore, he has proven track record of business management and strong leadership. We anticipate that,based on his experience and qualifications, he will conduct decision making on important matters and management supervision
appropriately, as well as further promote global management and development of a highly transparent organization.
For these reasons, we have nominated him as a candidate for Director.

- 13 -

No.

Name(Date of birth)
Ken Okochi(May 23, 1951)[Reappointment][External Director][Independent
Director]

Brief career summary and important concurrent duties
Apr. 1974 Joined Mitsubishi Corporation
Nov. 1984 Assistant to President, Machinery Distribution, Inc. (US)May 1994 Executive Vice President, in charge of Marketing,
Mitsubishi Caterpillar Forklift America Inc.
Apr. 2001 Manager of Rental & Construction Machinery Business
Unit, Mitsubishi Corporation
Oct. 2008 Assistant to Officer, Caterpillar Japan Ltd.
Apr. 2010 General Manager of Overseas Business Department,
AICHI CORPORATION
Jun. 2015 Director, the Company (to present)

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

1,900

None

5

[Reason for nomination as External Director]
Based on his abundant experience of business management and excellent insight in overseas business and logistic
equipment business, Mr. Ken Okochi has provided constructive opinions and suggestions on management strategies
particularly from a global perspective. In addition, as a member of the Nomination compensation advisory committee, he has
actively participated in deliberation and contributed to improvement of transparency and fairness with regard to nominationand compensation of officers.
For these reasons, we have nominated him again as a candidate for External Director.
Mr. Ken Okochi has been the Company’s External Director since June 2015, and will have been in this position for five
years at the conclusion of this year’s Annual General Meeting of Shareholders.
(Notes)1.
Mr. Ken Okochi is a candidate for External Director.
2.
The Company entered into an agreement with Mr. Ken Okochi to limit his liability for damages under Article 423,
Paragraph 1 of the Companies Act, and the maximum amount of liabilities under such agreements was the amountstipulated by laws and regulations. If he is re-elected, the Company plans to renew the same agreement with him.
3.
Upon his election as External Audit and Supervisory Board Member on June 26, 2015, the Company registered Mr. Ken
Okochi as an Independent Audit and Supervisory Board Member with the Tokyo Stock Exchange, Inc.

- 14 -

No.

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

6

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, and Information 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)[Significant concurrent positions]
President, Shimadzu Access Corporation

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

None[Reason for nomination as External Director]
Mr. Osamu Ando possesses experience of global business management in measuring and medical instrument
manufacturers and excellent insight. We anticipate that, based on his experience and insight, he will provide constructive
opinions and suggestions and conduct management supervision appropriately, from an objective and neutral standpoint as
Independent Director.
For these reasons, we have nominated him as a candidate for External Director.

(Notes)1.
Mr. Osamu Ando is a candidate for External Director.
2.
If the election of Mr. Osamu Ando is approved, the Company plans to enter into an agreement with him to limit his
liabilities 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.
If the election of Mr. Osamu Ando is approved, the Company plans to register him as an Independent Audit andSupervisory Board Member with the Tokyo Stock Exchange, Inc.

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No.

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

7

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 OfficeFeb. 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)[Significant concurrent positions]
External Audit and Supervisory Board Member, KAWAKAMIPAINT MANUFACTURING CO.,LTD.

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

None[Reason for nomination as External Director]
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. We anticipate that,based on her track record and insight, she will provide constructive opinions and suggestions and conduct management
supervision appropriately, from an objective and neutral standpoint as Independent Director.
Although she has not been engaged in corporate management other than serving as an External Director, 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. If the election of Ms. Kyoko Kobayashi is approved, the Company plans to enter into an agreement with her to limit her
liabilities 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.
4. If the election of Ms. Kyoko Kobayashi is approved, the Company plans to register her as an Independent Audit andSupervisory Board Member with the Tokyo Stock Exchange, Inc.

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Proposal 4:

Election of Two (2) Audit and Supervisory Board Members

The terms of office of Audit and Supervisory Board Member Mr. Takumi Saito will expire at the conclusionof this year’s Annual General Meeting of Shareholders. In addition, Audit and Supervisory Board Member Mr.
Hiroshi Maeshima, who is in the middle of his term, will retire by resignation 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 consent of the Audit and Supervisory Board has been obtained with regard to this proposal.
The candidates are as follows:
No.

Name

1

Newly appointed

Shinji Ichihara

2

Newly appointed

Shigeru
Yoshimura

Positions
Senior Executive Officer
Assistant to President
External Audit andSupervisory Board
Member- 17 -

Significant concurrent positions

No.

1

Name
(Date of birth)

Brief career summary and important concurrent duties

Apr. 1981 Joined Mitsubishi Heavy Industries, Ltd.
Jan. 2009 General Manager of Planning & Accounting
Shinji Ichihara
Department, General Machinery & Special Vehicles(December 16, 1957)
Business Headquarters, Mitsubishi Heavy Industries,
Ltd.
[Newly appointed]
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.
Apr. 2017 Assistant to Head of Administration Headquarters, theCompany
Jun. 2017 Senior Executive Officer, the Company (to present)
Deputy Head of Administration Headquarters, theCompany
Jun. 2018 Head of Administration Headquarters, the Company
Apr. 2020 Assistant to President, the Company (to present)

Number of Special interests
shares owned
with the(Common stock)Company300

None[Reason for nomination as Audit and Supervisory Board Member]
As Senior Executive Officer and Head of Administration Headquarters of the Company, Mr. Shinji Ichihara possesses
abundant knowledge about business operations concerning general affairs, human resources, internal control, and information
systems. In addition, at Mitsubishi Heavy Industries, Ltd., he served in key positions of finance and planning departments,
and CEO of a group company outside Japan. Therefore, he is the most appropriate person to strengthen auditing in the
Company, which promotes global management.
For these reasons, we have nominated him as a candidate for Audit and Supervisory Board Member.
(Note)

If the election of Mr. Shinji Ichihara is approved, the Company plans to enter into an agreement with him to limit his
liabilities 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.

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No.

Name(Date of birth)

Brief career summary and important concurrent duties

Apr. 1976 Joined Mitsubishi Heavy Industries, Ltd.
May 1997 President, Mitsubishi Caterpillar Forklift Asia Inc.
Apr. 2001 Manager of Forklift Section, Industrial Vehicles Sales
Department, General Machinery & Special Vehicles[Newly appointed]
Business Headquarters, Mitsubishi Heavy Industries, Ltd.
[External Audit and Apr. 2002 Deputy Manager of Industrial Vehicles Sales
Supervisory Board
Department, General Machinery & Special Vehicles
Member]Business Headquarters, Mitsubishi Heavy Industries, Ltd.
Jan. 2003 Director, Mitsubishi Caterpillar Forklift America Inc.
Jun. 2007 Director, General Manager, Fleet Sales Department,
Mitsubishi Heavy Industries Forklift Sales Co., Ltd.
Mar. 2008 President, Mitsubishi Heavy Industries (Thailand) Ltd.
May 2013 Advisor, Domestic Corporate Sales Office, Global
Strategy Headquarters, Mitsubishi Heavy Industries, Ltd.

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

Shigeru Yoshimura(August 27, 1951)

2

0

None

[Reason for nomination as External Audit and Supervisory Board Member]
Mr. Shigeru Yoshimura possesses long-term experience of business execution at departments of Mitsubishi Heavy
Industries, Ltd. including the industrial vehicles sales department. In addition, he has management experience at its groupcompanies and has excellent insight. We anticipate that he can conduct audits from a professional viewpoint based on his
experience and insight.
For these reasons, we have nominated him as a candidate for External Audit and Supervisory Board Member.

(Notes)
1. Mr. Shigeru Yoshimura is a candidate for External Audit and Supervisory Board Member.
2. If the election of Mr. Shigeru Yoshimura is approved, the Company plans to enter into an agreement with him to limit
his liabilities 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.

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