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, 2017
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 116TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
You are cordially invited to attend the 116th 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 Wednesday, June 28, 2017, Japan time.
1. Date and Time:Thursday, June 29, 2017 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
116th Fiscal Year (April 1, 2016 - March 31, 2017) 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 116th Fiscal Year
(April 1, 2016 - March 31, 2017)
Proposals to be resolved:
Dividend of Surplus
Proposal 1:
Partial Amendments to Articles of Incorporation
Proposal 2:
Election of Seven (7) Directors
Proposal 3:
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, 2017, 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 regrettably recorded a decline in profits for the fiscal
year ended March 31, 2017. However, in accordance with its basic policy, the Company proposes to pay
11 yen per share of common stock of the Company and 11 yen per share of Class A stock of theCompany, the same level as the previous fiscal year.
Total amount of dividends: 1,170,631,407 yen(1) Common stock:
11 yen per share(Amount of dividends: 842,229,223 yen)
(2) Class A stock:
11 yen per share(Amount of dividends: 328,402,184 yen)
3. Date that the dividend of surplus becomes effective
June 30, 2017-3-

Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for amendments
Following the conversion of UniCarriers Corporation into a wholly-owned subsidiary, in order toclarify the contents of its businesses in line with the current status of the Group’s business, it is
proposed that necessary amendments be made to the current Articles of Incorporation, including
additions to the purpose of businesses provided for in Article 3 of the current Articles of Incorporation.
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 themeaning, no change is made in English translation.)(Amended parts are underlined.)
Current Articles of Incorporation
Proposed amendments(Purpose)(Purpose)
Article 3. The purpose of the Company is to engage Article 3. The purpose of the Company is to engage
in the following businesses:
in the following businesses:(1) Manufacture, sale, and repair of hauling(1)(Unchanged)
equipment for industrial use such as
forklifts, transport machinery andequipment such as conveyers, elevators,
and pallets, and components thereof;(2) Manufacture, sale, and repair of(2)(Unchanged)
machinery and equipment for logistics
distribution system and storage systemequipment thereof, and components
thereof;(New)(3)
Manufacture, sale, and repair of civilengineering and construction machinery,
agricultural and forestry machinery, andcomponents thereof;(3) Manufacture, sale, and repair of(4)(Unchanged)
film/fiber/printing automatic winding
machinery, locomotives, monorail cars,
measuring instruments, and components
thereof;(4) Sale and repair of used industrial hauling(5)
Sale and repair of used industrial haulingequipment such as used forklifts andequipment such as used forklifts, usedcivil engineering and construction
components thereof;
machinery, used agricultural and forestry
machinery, and components thereof;(5) Manufacture, sale, and repair of floor(6)(Unchanged)
surface cleaning machines, floor surface
washing machines, environmental
equipment such as waste treatment
equipment, and components thereof;(7)(Unchanged)(6) Rental and lease services for products
referred to in any of the foregoing items;(7) Manufacture, sale, and repair of electrical(8)
Manufacture, sale, and repair of electricalequipment such as chargers and motors
equipment such as chargers and motors,
industrial engines, transmissions, andand components thereof;
components thereof;(8) Contracting for design, execution, and(9)(Unchanged)
supervision of civil engineering work,building work, steel structure
construction work, equipment installation
work, electrical work, andtelecommunication construction work;-4-

Current Articles of Incorporation(9) Design, production, and sale of computer
hardware and development and sale ofsoftware;(10) Non-life insurance agency business,insurance agency business pursuant to
the Automobile Liability Security Act,and business relating to life insurance
canvassing;(11) Worker dispatching business(12) Providing guidance and holding
workshops and seminars relating to thehandling, etc., of products referred to in
any of the foregoing items; and(13) Any and all business activities incidental
or relating to any of the foregoing items.

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(10)

Proposed amendments(Unchanged)(11)(Unchanged)

(12)
(13)

(Unchanged)(Unchanged)(14)(Unchanged)

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.

1

Name
(Date of birth)

Brief career summary and important concurrent duties

Number of Special interests
with theshares owned(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
Advisor, the Company
Hideaki Ninomiya
39,700None
Jun. 2009 Senior Managing Director, the Company(February 13, 1951)
Jun. 2010 Head of Administration Headquarters, the Company
Jun. 2011 President, the Company (to present)
Jun. 2015 CEO, the Company (to present)
Mar. 2016 Director, Mitsubishi Heavy Industries Forklift, Engine&Turbocharger Holdings, Ltd. (to present)
Jan. 2017 Director, UniCarriers Corporation
May 2017 President, UniCarriers Corporation (to present)CEO, UniCarriers Corporation (to present)[Significant concurrent positions]
President & CEO of UniCarriers Corporation[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

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)
20,400None
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.

3

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 again 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 two years at theconclusion of this year’s Annual General Meeting of Shareholders.

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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

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 again 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 two years at theconclusion of this year’s Annual General Meeting of Shareholders.

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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. 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.
Takashi Mikogami Apr. 2014 Senior General Manager of Quality Control Division,(March 19, 1956)
See Note 2
Deputy Head of the Machinery, Equipment &0
below.
Infrastructure Domain, Mitsubishi Heavy Industries,
Newly appointed
Ltd.
Apr. 2015 Head of Sagamihara Machinery Works, Mitsubishi
Heavy Industries, Ltd.
Apr. 2016 Executive Vice President, Mitsubishi Heavy Industries,
Ltd.
Jun. 2016 Resigned as Director, the Company
Jun. 2016 Senior Executive Vice President, Mitsubishi Heavy
Industries Forklift, Engine & Turbocharger Holdings,
Ltd. (to present)
Jan. 2017 Director, UniCarriers Corporation (to present)[Significant concurrent positions]
Senior Executive Vice President of Mitsubishi Heavy Industries
Forklift, Engine & Turbocharger Holdings, Ltd.
[Reason for nomination as Director]
Mr. Takashi Mikogami has gained a wealth of knowledge and keen insight into corporate management throughparticipating in management at Mitsubishi Heavy Industries, Ltd. and Mitsubishi Heavy Industries Forklift, Engine &Turbocharger Holdings, Ltd. We anticipate that he will conduct managerial decision making and supervision taking into
account shareholders’ viewpoint, which is why we have nominated him as a candidate for Director.

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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. 2005 Chief of Product Planning Office, Industrial Machinery
Engineering Division, NISSAN MOTOR CO., LTD.
Oct. 2010 General Manager of Product Development Division,
Nissan Forklift Co., Ltd.
Apr. 2013 Vice President, General Manager of Research andDevelopment Division, UniCarriers Corporation (topresent)
Oct. 2013 Senior Vice President, UniCarriers Corporation (topresent)
Shinji Fujita
Jun. 2014 Director, UniCarriers Corporation(February 14, 1960) Aug. 2014 General Manager of Purchasing Division, UniCarriers
0
None
Corporations
Newly appointed
Oct. 2015 General Manager of Global R&D Center, Research andDevelopment Division, UniCarriers Corporation (topresent)
General Manager of R&D Onomichi Center, Researchand Development Division, UniCarriers Corporation (topresent)[Significant concurrent positions]
Senior Vice President of UniCarriers Corporation
General Manager of Research and Development Division of
UniCarriers Corporation[Reason for nomination as Director]
Mr. Shinji Fujita has gained a wealth of knowledge and keen insight into corporate management through participating inmanagement at UniCarriers Corporation. 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.

7

Name
(Date of birth)

Brief career summary and important concurrent duties

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

Jul. 2011 Chief of Corporate Legal & Planning Group, Legal
Affairs Department, Mitsubishi Heavy Industries, Ltd.
Apr. 2012 Manager of Corporate Legal & Planning Group, Legal
Affairs Department, Mitsubishi Heavy Industries, Ltd.
Apr. 2013 Manager of Corporate Planning Group, Legal & General
Affairs Department, Mitsubishi Heavy Industries, Ltd.
Apr. 2014 Manager of Corporate Management Group, Legal &Hiroaki Yamamoto
General Affairs Department, Mitsubishi Heavy(November 8, 1965)
See Note 3
Industries, Ltd.
0
below.
Apr. 2015 Deputy General Manager of Corporate Planning
Newly appointed
Department, Business Strategy Office, Mitsubishi
Heavy Industries, Ltd.
Jan. 2017 General Manager of Corporate Planning Department,
Business Strategy Office, Mitsubishi Heavy Industries,
Ltd. (to present)[Significant concurrent positions]
General Manager of Corporate Planning Department, Business
Strategy Office of Mitsubishi Heavy Industries, Ltd.
[Reason for nomination as Director]
Mr. Hiroaki Yamamoto has gained a wealth of knowledge and keen insight about management through experience atlegal and business strategy divisions of 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. Takashi Mikogami is Senior Executive Vice President of the Company’s parent, Mitsubishi Heavy Industries
Forklift, Engine & Turbocharger Holdings, Ltd. On February 6, 2013, Mitsubishi Heavy Industries, Ltd. became theparent of the Company by acquiring 49.4% of the voting rights of the Company. Subsequently, all common stock andClass A stock of the Company held by Mitsubishi Heavy Industries, Ltd. were transferred effective March 31, 2016, toMitsubishi Heavy Industries Forklift, Engine & Turbocharger Holdings, Ltd., which is a wholly-owned subsidiary of
Mitsubishi Heavy Industries, Ltd. 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 shares of the Company (currently, holding 50.9% of the voting rights of the Company). A comprehensive capitaland business partnership relationship exists between the Company and Mitsubishi Heavy Industries, Ltd. in which theCompany commissions the production of finished products, parts for finished products and other components to
Mitsubishi Heavy Industries, Ltd., and the Company procures them from Mitsubishi Heavy Industries, Ltd.
3. Mr. Hiroaki Yamamoto is General Manager of Corporate Planning Department, Business Strategy Office of Mitsubishi
Heavy Industries, Ltd. The comprehensive capital and business partnership relationship exists between the Company
and said company as stated in Note 2. above.
4. No special interests exist between each of the candidates and the Company other than the above.
5. Messrs. Takayuki Kato and Ken Okochi are candidates for External Director.
6. 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.
7. 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.
8. If the election of Mr. Hiroaki Yamamoto 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 ofliabilities under the agreement will be the amount stipulated by laws and regulations.

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