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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 7105)
June 9, 2016
To Shareholders with Voting Rights:
Hideaki Ninomiya
President and CEO
Mitsubishi Nichiyu Forklift Co., Ltd.
2-1-1, Higashi-kotari,
Nagaokakyo City, Kyoto

NOTICE OF
THE 115TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
You are cordially invited to attend the 115th Annual General Meeting of Shareholders of Mitsubishi
Nichiyu Forklift Co., Ltd. (the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting on this date, you may exercise your voting rights in writing. In thiscase, 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 isreceived by 4:45 p.m. on Tuesday, June 28, 2016, Japan time.
1. Date and Time:

Wednesday, June 29, 2016 at 10:00 a.m. Japan time

2. Place:

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
115th Fiscal Year (April 1, 2015 - March 31, 2016) 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 115th Fiscal Year
(April 1, 2015 - March 31, 2016)
Proposals to be resolved:
Dividend of Surplus
Proposal 1:
Partial Amendment to Articles of Incorporation
Proposal 2:
Election of Seven (7) Directors
Proposal 3:
Election of Two (2) Audit and Supervisory Board Members
Proposal 4:
We appreciate your continued confidence in our Company and look forward to seeing you at
Mitsubishi Nichiyu Forklift Co., Ltd., General Offices on June 29.

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●
●
●

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception
desk.
Should the Reference Documents for the General Meeting of Shareholders, Business Report,
Non-consolidated Financial Statements and Consolidated Financial Statements require revisions, therevised versions will be posted on the Company’s website (http://www.nmf.co.jp).
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

It is a policy of the Company to maintain a balance between the enhancement of dividends for its
shareholders and internal reserves required for establishing business infrastructure that appropriately reflects
earnings in a given fiscal year.
For the fiscal year ended March 31, 2016, 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 and total amount of dividends
As stated in the Business Report, the Company was able to maintain the trend of increased profits
for the fiscal year ended March 31, 2016, and in accordance with its basic policy, the Company
proposes an increase of one yen per share, and to pay 11 yen per share of common stock of theCompany and 11 yen per share of Class A stock of the Company.
Total amount of dividends: 1,170,478,606 yen(1) Common stock:
11 yen per share(Amount of dividends: 815,456,422 yen)
(2) Class A stock:
11 yen per share(Amount of dividends: 355,022,184 yen)
3. Date that the dividend of surplus becomes effective
June 30, 2016

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Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for amendments
Following the enforcement of the “Act for Partial Revision of the Companies Act” (Act No. 90 of
2014) on May 1, 2015, it has become possible for the Company to enter into liability limitationagreements with Directors who are not Executive Directors, etc., and Audit and Supervisory Board
Members who are not External Audit and Supervisory Board Members. Accordingly, it is proposedthat necessary amendments be made to current Article 30 and Article 40 in order for such Directors
and Audit and Supervisory Board Members to be able to fully play the roles expected of them.
With respect to the amendment to Article 30 of the Articles of Incorporation, the consent of each
Audit and Supervisory Board Members has been obtained.
2. Details of amendments
The proposed amendments to the Articles of Incorporation are as follows:(Amended parts are underlined.)
Current Articles of Incorporation
Proposed amendments(Agreement to limit liabilities of External Directors) (Agreement to limit liabilities of Directors)
Article 30. In accordance with the provisions ofArticle 30. In accordance with the provisions ofArticle 427, Paragraph 1 of the
Article 427, Paragraph 1 of theCompanies Act, the Company may enter
Companies Act, the Company may enter
into agreements with External Directors
into agreements with Directors
to limit their liabilities for damages under(excluding Executive Directors, etc.) to
Article 423, Paragraph 1 of the same Act,
limit their liabilities for damages underprovided, however, that the maximum
Article 423, Paragraph 1 of the same Act,
amount of liabilities under the agreement
provided, however, that the maximum
shall be the amount stipulated by laws
amount of liabilities under the agreement
and regulations.
shall be the amount stipulated by laws
and regulations.
(Agreement to limit liabilities of External Audit andSupervisory Board Members)
Article 40. In accordance with the provisions ofArticle 427, Paragraph 1 of theCompanies Act, the Company may enter
into agreements with External Audit andSupervisory Board Members to limit
their liabilities for damages under Article
423, Paragraph 1 of the same Act,
provided, however, that the maximum
amount of liabilities under the agreement
shall be the amount stipulated by laws
and regulations.

(Agreement to limit liabilities of Audit andSupervisory Board Members)
Article 40. In accordance with the provisions ofArticle 427, Paragraph 1 of theCompanies Act, the Company may enter
into agreements with Audit andSupervisory Board Members to limit
their liabilities for damages under Article
423, Paragraph 1 of the same Act,
provided, however, that the maximum
amount of liabilities under the agreement
shall be the amount stipulated by laws
and regulations.

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Proposal 3:

Election of Seven (7) Directors

The terms of office of all nine (9) Directors will expire at the conclusion of this year’s Annual General
Meeting of Shareholders.
Accordingly, the election of seven (7) Directors is proposed, with the number of Directors reduced bytwo (2) to enhance the efficiency of the management structure.
The candidates are as follows:
No.

1

Name
(Date of birth)

Brief career summary and important concurrent duties

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

Apr. 2002 Senior General Manager of Corporate Planning &Administration Division, General Machinery & Special
Vehicles Business Headquarters, Mitsubishi Heavy
Industries, Ltd.
Apr. 2003 Deputy Head of General Machinery & Special Vehicles
Business Headquarters, Mitsubishi Heavy Industries, Ltd.
Oct. 2003 President, Mitsubishi Caterpillar Forklift America Inc.
Apr. 2007 Senior Vice President, Mitsubishi Heavy Industries, Ltd.
Apr. 2009 Joined the Company
Hideaki Ninomiya
Advisor, the Company
35,700None(February 13, 1951) Jun. 2009 Senior Managing Director, the Company
Jun. 2010 Head of Administration Headquarters, the Company
Jun. 2011 President, the Company (to present)
Jun. 2015 CEO, the Company (to present)
In charge of Administration Headquarters, the Company(to present)
Head of Administration Headquarters, the Company (topresent)
Mar. 2016 Director, Mitsubishi Heavy Industries Forklift & Engine
Turbocharger Holdings, Ltd. (to present)[Reason for nomination as Director]
Mr. Hideaki Ninomiya has been engaged in the forklift business for many years. His management execution skills are
excellent, with many accomplishments and a wealth of experience including engaging in the management of an overseas
subsidiary. Continuing forward, we anticipate that he will conduct managerial decision making and supervision, and help
unify the corporate group, which is why we have nominated him as a candidate for Director.

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No.

2

Name
(Date of birth)

Brief career summary and important concurrent duties

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

Apr. 2002 General Manager of Industrial Vehicles Sales
Department, Industrial Vehicles Division, General
Machinery & Special Vehicles Business Headquarters,
Mitsubishi Heavy Industries, Ltd.
Apr. 2006 President, Mitsubishi Caterpillar Forklift Europe B.V.
Jun. 2008 Joined the Company
Executive Officer, the Company
Deputy Head of Overseas Business Headquarters, theCompany
Mar. 2009 President, Shanghai Nichiyu Forklift Manufacturing Co.,
Ltd.
Jun. 2009 Head of Overseas Business Headquarters, the Company
Hitoshi Matsumoto Jun. 2010 Director, the Company
12,900
None(September 27, 1951)
Deputy Head of Sales and Marketing Headquarters, theCompany
Apr. 2013 Director, the Company (to present)
Senior Executive Officer, the Company
In charge of Overseas Sales and Marketing
Headquarters, the Company (to present)
Head of Overseas Sales and Marketing Headquarters,
the Company (to present)
Jun. 2014 President, Mitsubishi Heavy Industries Forklift (Dalian)Co., Ltd. (to present)
Jun. 2015 Senior Vice President, the Company (to present)[Significant concurrent positions]
President of Mitsubishi Heavy Industries Forklift (Dalian) Co., Ltd.
[Reason for nomination as Director]
Mr. Hitoshi Matsumoto has executed operations in overseas sales and marketing for many years. In addition to his many
accomplishments and wealth of experience, he has keen insight about management. Continuing forward, we anticipate that
he will conduct managerial decision making and supervision, which is why we have nominated him as a candidate for
Director.

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No.

3

Name
(Date of birth)

Brief career summary and important concurrent duties

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

Oct. 2008 Division Head, General Manager of Service Division,
Domestic Service Headquarters, the Company
Apr. 2009 General Manager of Customer Service Department,
Nichiyu MHI Forklift Co., Ltd.
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.
Masanori Kagami Apr. 2013 Director, the Company (to present)
18,500None
Senior Executive Officer, the Company(January 6, 1952)
In charge of Domestic Sales and Marketing
Headquarters, the Company (to present)
Head of Domestic Sales and Marketing Headquarters,
the Company (to present)
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 (to present)[Reason for nomination as Director]
Mr. Masanori Kagami has executed operations in domestic sales and marketing for many years. In addition to his many
accomplishments and wealth of experience, he has keen insight about management. Continuing forward, we anticipate that
he will conduct managerial decision making and supervision, which is why we have nominated him as a candidate for
Director.

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No.

4

Name
(Date of birth)

Brief career summary and important concurrent duties

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

Jul. 1996 Assistant to General Manager of Product Support
Division, 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, Logistics Equipment
Department, General Machinery & Special Vehicles
Business Headquarters, Mitsubishi Heavy Industries, Ltd.
Apr. 2009 Deputy General Manager of Logistics Equipment
Department, General Machinery & Special Vehicles
Business Headquarters, Mitsubishi Heavy Industries, Ltd.
Yuichi Mano
1,500
None
Oct. 2011 General Manager of Forklift Sales Department, Forklift(June 25, 1963)
Business Division, General Machinery & Special
Vehicles Business Headquarters, Mitsubishi Heavy
Industries, Ltd.
Apr. 2013 Director and Senior Executive Officer, the Company (topresent)
General Manager of Corporate Planning Office, theCompany
Jul. 2014 President, Mitsubishi Caterpillar Forklift Europe B.V.
(to present)[Significant concurrent positions]
President of Mitsubishi Caterpillar Forklift Europe B.V.
[Reason for nomination as Director]
Mr. Yuichi Mano has gained extensive knowledge about the business in Europe through working in business
management at Mitsubishi Caterpillar Forklift Europe B.V., and has keen insight about management. Continuing forward,
we anticipate that he will conduct managerial decision making and supervision, which is why we have nominated him as a
candidate for Director.

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No.

5

Name
(Date of birth)

Brief career summary and important concurrent duties

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

Apr. 1969 Joined Shimadzu Corporation
Apr. 1996 General Manager of Fluidics Equipment Department,
Shimadzu Corporation
Jun. 1999 Executive Officer, Shimadzu Corporation
Jun. 2001 Director, Shimadzu Corporation
Jun. 2005 Managing Director, Shimadzu Corporation
Jun. 2007 Senior Managing Director, Assistant to President, incharge of Manufacture and Information System,
Takayuki Kato
See Note 1
0
Shimadzu Corporation(June 13, 1946)
below.
Jun. 2009 Senior Managing Director, in charge of Risk
Management and CS, Senior General Manager of
Production Support Division, Shimadzu Corporation
Jun. 2010 President, Shimadzu System Development Corporation(to present)
Jun. 2015 Director, the Company (to present)[Significant concurrent positions]
President of Shimadzu System Development Corporation[Reason for nomination as Director]
Based on his abundant knowledge and experience that he has cultivated in business management, we anticipate that Mr.
Takayuki Kato will execute supervision and provide sound advice from an objective standpoint for the general managementof the Company, which is why we have nominated him as a candidate for External Director.
He has been the Company’s External Director since June 2015, and will have been in this position for one year at theconclusion of this year’s Annual General Meeting of Shareholders.

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No.

6

Name
(Date of birth)

Brief career summary and important concurrent duties

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

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
Ken Okochi
0NoneUnit, Mitsubishi Corporation(May 23, 1951)
Dec. 2002 Retired from 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)[Reason for nomination as Director]
Based on his abundant knowledge in business management and experience in the forklift industry, we anticipate that Mr.
Ken Okochi will execute supervision and provide sound advice from an objective standpoint for the general management of
the Company, which is why we have nominated him as a candidate for External Director.
He has been the Company’s External Director since June 2015, and will have been in this position for one year at theconclusion of this year’s Annual General Meeting of Shareholders.

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No.

7

Name
(Date of birth)

Brief career summary and important concurrent duties

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

Apr. 2009 General Manager of Nuclear Energy Business
Department, Nuclear Energy Systems Headquarters,
Mitsubishi Heavy Industries, Ltd.
Apr. 2011 General Manager of Planning & Administration
Department, Nuclear Energy Systems Headquarters,
Mitsubishi Heavy Industries, Ltd.
Apr. 2013 Substitute Head of Nuclear Energy Systems
Headquarters, Mitsubishi Heavy Industries, Ltd.
Oct. 2013 Substitute Senior General Manager of Nuclear Energy
Systems Division of Energy & Environment, Mitsubishi
Yuichi Makimura
Heavy Industries, Ltd.
(November 27, 1955) Apr. 2014 Deputy Head of Global Business Headquarters and
See Note 20
below.
General Manager of Business Risk Management
Newly appointed
Department, Mitsubishi Heavy Industries, Ltd.
Oct. 2015 Senior Vice President, Head of Global Business
Headquarters, Mitsubishi Heavy Industries, Ltd.
Mar. 2016 Managing Director, Mitsubishi Heavy Industries
Forklift & Engine Turbocharger Holdings, Ltd. (topresent)
Director, UniCarriers Holdings Corporation (to present)
Director, UniCarriers Corporation (to present)[Significant concurrent positions]Managing Director of Mitsubishi Heavy Industries Forklift & Engine
Turbocharger Holdings, Ltd.
[Reason for nomination as Director]
Mr. Yuichi Makimura has gained a wealth of knowledge and keen insight about management through working inbusiness management at Mitsubishi Heavy Industries, Ltd. We anticipate that he will conduct managerial decision making
and supervision from shareholders’ viewpoint on the Company, which is why we have nominated him as a candidate for
Director.
(Notes)
1. Mr. Takayuki Kato is President of Shimadzu System Development Corporation, and the Company purchases raw
materials and finished products from its parent, Shimadzu Corporation.
2. Mr. Yuichi Makimura is Managing Director of the Company’s parent, Mitsubishi Heavy Industries Forklift & Engine
Turbocharger Holdings, Ltd. On February 6, 2013, Mitsubishi Heavy Industries, Ltd. became the parent of theCompany by acquiring 49.4% of the voting rights of the Company. Subsequently, all common stock and Class A stockof the Company held by Mitsubishi Heavy Industries, Ltd. were transferred, effective March 31, 2016, to Mitsubishi
Heavy Industries Forklift & Engine Turbocharger Holdings, Ltd., which is a wholly-owned subsidiary of Mitsubishi
Heavy Industries, Ltd., and since the same date, Mitsubishi Heavy Industries Forklift & Engine Turbocharger Holdings,
Ltd. has directly held the shares of the Company, while Mitsubishi Heavy Industries, Ltd. has indirectly held the sharesof 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 forfinished products and other components to Mitsubishi Heavy Industries, Ltd., and the Company is supplied by
Mitsubishi Heavy Industries, Ltd., of such products.
3. No special interests exist between each of the candidates and the Company other than the above.
4. Messrs. Takayuki Kato and Ken Okochi are candidates for External Directors
5. Upon their election as External Directors on June 26, 2015, the Company entered into agreements with Messrs.
Takayuki Kato and Ken Okochi to limit their liabilities for damages under Article 423, Paragraph 1 of the Companies
Act, and the maximum amount of liabilities under such agreements was the amount stipulated by laws and regulations.
If they are re-elected, the Company plans to renew the same agreements with them.
6. Upon their election as External Directors on June 26, 2015, the Company registered Messrs. Takayuki Kato and Ken
Okochi as Independent Directors with the Tokyo Stock Exchange, Inc.
7. If the election of Mr. Yuichi Makimura, who is scheduled to be appointed Non-Executive Director, is approved, and on
the condition that Proposal 2 “Partial Amendment to Articles of Incorporation” is approved, the Company plans toenter 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 andregulations.

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Proposal 4:

Election of Two (2) Audit and Supervisory Board Members

The terms of office of two Statutory Auditors, namely Messrs. Yoshimi Manaka and Masanori Koguchi,
will expire at the conclusion of this year’s Annual General Meeting of Shareholders. Accordingly, theelection of two (2) Auditors is proposed.
The consent of the Audit and Supervisory Board has been obtained with regard to this proposal.
The candidates are as follows:
No.

1

Name
(Date of birth)

Brief career summary and important concurrent duties

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

Apr. 2004 General Manager of Administration Group, MHI Forklift
Sales Co., Ltd.
Apr. 2009 General Manager of Administration Division, Nichiyu
MHI Forklift Co., Ltd.
Norio Konishi
Jun. 2012 Executive Officer, Nichiyu MHI Forklift Co., Ltd.
(December 3, 1951)
900
None
Apr. 2013 Deputy Head of Administration Headquarters, theCompany (to present)
Newly appointed
In charge of Administration Division and Human
Resources Division (to present)
Jun. 2013 Executive Officer, the Company
Jun. 2015 Senior Executive Officer, the Company (to present)[Reason for nomination as Audit and Supervisory Board Member]
Mr. Norio Konishi has built a wealth of experience and achieved many accomplishments through executing operationsin administration, etc. for many years. We anticipate that he will strengthen our auditing functions, which is why we havenominated him as a candidate for Audit and Supervisory Board Members.

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No.

2

Name
(Date of birth)

Brief career summary and important concurrent duties

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

Apr. 2000 General Manager of Industrial Vehicles Sales
Department, Industrial Vehicles Division, General
Machinery & Special Vehicles Business Headquarters,
Mitsubishi Heavy Industries, Ltd.
Apr. 2001 Senior General Manager of Industrial Vehicles Division
and General Manager of Industrial Vehicles Sales
Department, General Machinery & Special Vehicles
Takumi Saito
Business Headquarters, Mitsubishi Heavy Industries, Ltd.
(January 19, 1949)
0None
Apr. 2002 General Manager of Overseas Business Department,
Overseas
Strategy
Headquarters,
Mitsubishi
Heavy
Newly appointed
Industries, Ltd.
Jun. 2003 President, Mitsubishi Heavy Industries America, Inc.
Apr. 2007 Senior Vice President, Mitsubishi Heavy Industries,
Ltd.
Head of Overseas Strategy Headquarters, Mitsubishi
Heavy Industries, Ltd.
Apr. 2010 Retired from Mitsubishi Heavy Industries, Ltd.
[Reason for nomination as Audit and Supervisory Board Member]
Mr. Takumi Saito has gained a wealth of experience and extensive insight through executing operations in the industrial
vehicle sectors and as a director and a senior vice president at Mitsubishi Heavy Industries, Ltd. We anticipate that he will
help with auditing from an expert perspective, which is why we have nominated him as a candidate for External Audit andSupervisory Board Member.
(Notes)1. There are no special interests between each candidate and the Company.
2. Mr. Takumi Saito is a candidate for External Audit and Supervisory Board Member.
3. If the election of Mr. Takumi Saito 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.
4. If the election of Mr. Norio Konishi is approved, and on the condition that Proposal 2 “Partial Amendment to Articles
of Incorporation” is approved, the Company plans to enter into an agreement with him to limit his liabilities fordamages 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.

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