[TRANSLATION]1(Securities Code: 9067)
Jun. 4, 2020
To: Shareholders
7-2, Nihombashi-koamicho,
Chuo-ku, Tokyo
Maruwn Corporation
President & Director, Yasuji Araki
Notice of Annual Shareholders Meeting for the 118th Business Year
Dear Sirs and Madams:
Thank you very much for your special and continued supports for us.
We hereby notify you that the Annual Shareholders Meeting for the 118th
Business Year will be held as described below.
If you refrain from attending the meeting due to reasons such as the recent
development of the novel coronavirus (COVID-19), you may exercise your voting
rights in either of the following ways, and therefore, it would be greatly appreciatedif you could exercise your voting rights by reviewing the attached Reference
Documents for the Shareholders Meeting.
•

Method for exercise of voting rights in writing
Please indicate “approval” or “disapproval” on proposals in the enclosed
voting form and send it back so that such voting form may reach us by
5:00 p.m. on Tuesday, Jun. 23, 2020.

•

Method for exercise of your voting rights through the internet
Please refer to “Exercise of Voting Rights Through the Internet” on pages[4] and [5] and enter “approval” or “disapproval” on proposals by 5:00 p.m.
on Tuesday, Jun. 23, 2020.

Sincerely yours,

1This English translation is prepared for reference purposes only, and in the event of any

discrepancies between the English translation and the Japanese version, the Japanese version prevails.

11Date and Time

10:00 a.m. on Wednesday, Jun. 24, 2020 (Reception
opens at 9:30 a.m.)

2

Venue

“Bellesalle Yaesu [Room 1, 2 and 3]”, 3rd Floor,
Yaesu Firstfinancial Building
3-7, Yaesu 1-chome, Chuo-ku, Tokyo

3

Matters Which are Matters to be reported
Purpose of
1. Report on the contents of Business Report with
Meeting
respect to the 118th Business Year (from Apr. 1, 2019
to Mar. 31, 2020), and report on the contents ofConsolidated Financial Statements and the results ofaudit of the Consolidated Financial Statements by
Accounting Auditor and by Audit and Supervisory
Committee with respect to the 118th Business Year(from Apr. 1, 2019 to Mar. 31, 2020).
2. Report on the contents of Nonconsolidated
Financial Statements with respect to the 118th
Business Year (from Apr. 1, 2019 to Mar. 31, 2020).
Matters to be resolvedFirst Proposal
Election of Five (5) Directors(who are not to be an Audit andSupervisory Committee
Member)Second Proposal
Election of Three (3) Directors to
be Audit and Supervisory
Committee Members

4

Matters Relating
to Exercising
Voting Rights

1.
If no indication of “approval” or “disapproval” oneach proposal is made in the voting form submitted tous, the indication of “approval” of the Company’s
proposal shall be deemed to be made.
2.
If voting rights are exercised both by voting form
and through the internet, the exercise of voting rights
through the internet shall be deemed valid.
3.
If voting rights are exercised through theinternet more than once, the last exercise of voting rights
through the internet shall be deemed valid.

◎ If you attend the Shareholders Meeting, please bring the enclosed voting formand submit it at the front desk.
2◎ Reference Documents for the Shareholders Meeting, and the Business Report,
Nonconsolidated Financial Statements and Consolidated Financial Statements
are disclosed on the Company’s website (https://www.maruwn.co.jp/). If any
revision is necessary to those materials, we will also disclose the revised itemson the same website.
◎ Would you please allow that the Company’s members will be in no-necktie style,and would you please attend the Shareholders Meeting in easy wear.
◎ Please be informed that, this year, the Company has decided not to arrange
gift-giving and the briefing session for shareholders, which had been held after
the Shareholders Meeting every year.
◎ Information on the administration of the Shareholders Meeting on the day will
be disclosed on the Company’s website (https://www.maruwn.co.jp/).

3

Exercise of Voting Rights Through the Internet
Method of exercise of voting rights by scanning QR code: “Smart Vote”
You can log in to the Website for Exercising Voting Rights by scanning the QR code
without entering your exercise of voting rights code and password.
1. Please scan the QR code provided at the bottom right of the Voting Rights
Exercise Form.
* QR Code is a registered trademark of DENSO WAVE INCORPORATED.
2. Please follow the directions that appear on the screen to vote “for” or “against”
each of the items.
Note that exercising voting rights by using the “Smart Vote” method is available
only once.
If you need to change your votes after excising your voting rights, please log in to
the voting website for a personal computer by using your voting rights exercise
code and password provided on the Voting Rights Exercise Form and exercise
your voting rights again.
* If you rescan the QR code, you can access the Website for Exercising Voting
Rights for a personal computer.

Method of exercise of voting rights by entering voting rights exercise code andpassword
1. Please access the Website for Exercising Voting Rights.
https://www.web54.net
2. Please enter your “voting rights exercise code” provided on the back of the
Voting Rights Exercise Form.
3. Please enter your “password” provided on the back of the Voting Rights
Exercise Form.
4. Please follow the directions that appear on the screen to vote “for” or “against”
each of the items.

4

If you have any inquiries about how
to operate a personal computer or
smartphone to exercise voting
rights via the Internet, contact thefollowing:

5

Sumitomo Mitsui Trust Bank,Transfer Agent Web-Support,
Dedicated Line
[Telephone number] 0120-652-031(Hours 9:00 a.m. to 9:00 p.m.)Reference Documents
First Proposal
Election of Five (5) Directors (who are not to be an Audit and Supervisory
Committee Member)
The terms of office of all five (5) Directors will expire at the close of thisShareholders Meeting. Therefore, we hereby propose the election of five (5)Directors (who are not to be an Audit and Supervisory Committee Member. The
same shall apply hereafter in this proposal).
The Audit and Supervisory Committee reviewed this proposal, but there wasno matter specifically pointed out by the Audit and Supervisory Committee.
Candidates for Directors are as follows:
Candidate
Number1
Reappointment

Name(Date of Birth)

Brief of Personal History,
Position and Assignment in the
Company(Current Holding of Important Positions)

Number of
Shares Owned

Apr. 1981 Joined the Company
26,500Jun. 2012 Corporate Officer of theCompany(Mar. 16, 1958)
Jun. 2013 Director of the Company (topresent)
Apr. 2014 Managing Officer of theCompany
Jun. 2014 General Manager, International
Freight Division, Cargo
Transport Group of theCompany
Apr. 2016 General Manager, Retail
Logistics Division, Cargo
Transport Group of theCompany
Apr. 2017 General Manager, Dry Cargo
Transport Business Division
General Manager, Retail
Logistics Division of theCompany
Aug. 2018 General Manager, Overseas
Cargo Division of the Company
Apr. 2020 Assistant to General Manager,
Freight Business Division of
the Company (to present)
President and Representative
Director, Maruwn Logistics
Kanto Corporation (to present)
Reason for nomination as candidate for Director
Serving as the General Manager of the Dry Cargo Transport Business Division andOverseas Cargo Division, Mr. Noriyuki Hagiya has worked on improving the division’s
performance by implementing marketing strategies, developing our businesslocations, and taking other steps for the dry cargo transport and overseas cargobusinesses. He has also performed his duties as Director with an eye to optimizing
overall corporate management.
In light of these points, we have decided that he is indispensable to our group’s
continuous growth and the enhancement of our corporate value over the medium tolong term, and that is why we have nominated him as a candidate for Director once

NoriyukiHagiya6again.

2Reappointment

3
Reappointment

Apr. 1982 Joined Kyodo Oil Co., Ltd.
17,100(current JXTG Nippon Oil &Energy Corporation)(Nov. 28, 1958)
Jul. 2012 General Manger, Home Energy
Department of JX Energy
Corporation (current JXTG
Nippon Oil & Energy
Corporation)
Apr. 2014 Corporate Officer of theCompany
General Manager, Lubricant &Chemicals Business Division,
Cargo Transport Group of theCompany
Apr. 2015 Managing Officer of theCompany (to present)
Apr. 2017 Managing Officer of theCompany, in charge ofCorporate Planning & IR & PR
Dept., Accounting & FinanceDept., General Administration
Dept., Human Resources Dept.,
Environment & Safety Dept.,
Quality Assurance Dept., and IT
Dept.
Jun. 2017 Director of the Company (topresent)
Oct. 2019 Managing Officer of theCompany, in charge ofCorporate Planning & IR & PR
Dept., Accounting & FinanceDept., General Administration
Dept., Human Resources Dept.,
and IT Dept.
Apr. 2020 General Manager, Energy
Logistics Division of theCompany (to present)
Reason for nomination as candidate for Director
Serving as Director in charge of the Corporate Planning, IR and Public Relations,
Accounting, General Administration, Human Resources, Environment & Safety,
Quality Assurance, and IT departments, Mr. Chikashi Kosuge has worked onenhancing the operational efficiency of these corporate departments. He has also
performed his duties as Director with an eye to optimizing overall corporate
management.
In light of these points, we have decided that he is the right person to execute
operations needed to further strengthen the energy logistics business to achieve thecontinuous growth of our corporate group and the enhancement of our corporate
value over the medium to long term, and that is why we have nominated him as a
candidate for Director once again.
Apr. 1986 Joined the Company
8,400
Nariyasu
Oct. 2011 Deputy General Manager, Dry
SakumaCargo Transport Business(Aug. 1, 1963)
Department, Dry Cargo
Transport Business Division of
the Company
Apr. 2014 Deputy General Manager,
Lubricant & Chemicals
Business Department,
Lubricant & Chemicals
Business Division, Cargo

Chikashi
Kosuge7

4NewTransport Group of theCompany
Aug. 2016 Marketing Manager, Lubricant& Chemicals Business
Department, Lubricant &Chemicals Business Division,
Cargo Transport Group of theCompany
Apr. 2017 Corporate Officer of theCompany
General Manager, Lubricant &Chemicals Business
Department, Lubricant &Chemicals Business Division of
the Company
Apr. 2018 Managing Officer of theCompany (to present)
General Manager, Lubricant &Chemicals Business Division of
the Company (to present)
Jun. 2018 Director of the Company (topresent)
Apr. 2020 General Manager, Freight
Business Division of theCompany (to present)
Reason for nomination as candidate for Director
Serving as the General Manager of the Lubricant & Chemical Business Division, Mr.
Nariyasu Sakuma has worked on improving the division’s performance byimplementing marketing strategies, developing our business locations, and taking
other steps for lubricant & chemicals business. He has also performed his duties as
Director with an eye to optimizing overall corporate management.
In light of these points, we have decided that he is the right person to execute
operations needed to further strengthen the freight business to achieve thecontinuous growth of our corporate group and the enhancement of our corporate
value over the medium to long term, and that is why we have nominated him as a
candidate for Director once again.
Apr. 1981 Joined Nippon Mining Co., Ltd.
0
Yutaka(current JXTG Nippon Oil &Kuwahara
Energy Corporation)(Sep. 16, 1958)
Apr. 2003 Deputy General Manager,
Corporate Planning Department
of Japan Energy Corporation(Current JXTG Nippon Oil &Energy Corporation)
Jul. 2010 General Manager, Aromatics
Department, Chemicals Divisionof JX Nippon Oil & Energy
Corporation (Current JXTG
Nippon Oil & Energy
Corporation)
Jun. 2012 Executive Officer of JX Nippon
Oil & Energy Corporation
Jul. 2012 Executive Manager, Basic
Chemical Product Department,
Basic Chemical Product Divisionof JX Nippon Oil & Energy
Corporation
Apr. 2016 Director, Managing Officer,
President of New & Renewable
Energy Company of JX Nippon
Oil & Energy Corporation(Current JXTG Nippon Oil &

8

5
New

Energy Corporation)
Apr. 2019 Director, Managing Officer of
JXTG Nippon Oil & Energy
Corporation(Responsible for Renewable
Energy Business Department,
Hydrogen Business Promotion
Department, FC Support Office)Apr. 2020 Assistant to the President of
JXTG Nippon Oil & Energy
Corporation (to present)
Reason for nomination as candidate for Director
Mr. Yutaka Kuwahara has a wealth of experience in an international energy company
belonging to the divisions to handle corporate planning and chemicals. Serving as the
President of New & Renewable Energy Company, he has demonstrated leadership in
improving the performance of the business. In addition, as Director, he has optimized
overall corporate management.
In light of these points, we have decided that he is indispensable to our group’s
continuous growth and the enhancement of our corporate value over the medium tolong term, and that is why we have nominated him as a candidate for Director.
0
Yu Uenishi Apr. 1986 Joined Nippon Oil Corporation(current JXTG Nippon Oil &(Jun. 12, 1961)
Energy Corporation)
Apr. 2010 Deputy General Manager,
Finance & Investor Relations
Department of JX Holdings, Inc.
(Current JXTG Holdings, Inc.)
Apr. 2013 Deputy General Manager,
Corporate Planning Dept. I of JX
Holdings, Inc.
Apr. 2017 Corporate Officer of theCompany
General Manager, Accounting &Finance Dept. of the Company
Apr. 2018 General Manager, Corporate
Planning & IR & PR Dept.,
Accounting & Finance Dept. of
the Company
President and Representative
Director of Maruwn Business
Associate Corporation (topresent)
Apr. 2020 Managing Officer of theCompany (to present)
General Manager, Planning
Dept., Corporate Management
Div. of the Company (to present)
Reason for nomination as candidate for Director
Mr. Yu Uenishi has a wealth of experience and knowledge gained in an internationalenergy company belonging to the departments to handle accounting, finance andplanning. He has worked on enhancing the operational efficiency of the corporate
department of the Company. He has also performed his duties as Director with aneye to optimizing overall corporate management.
In light of these points, we have decided that he is the right person to execute
operations to improve the productivity of the corporate department to achieve ourgroup’s continuous growth and the enhancement of our corporate value over the
medium to long term, and that is why we have nominated him as a candidate for
Director.

(Note) Each candidate has no special interest in the Company.

9Second Proposal
Election of Three (3) Directors to be Audit and Supervisory Committee Members
The terms of office for Takeshi Hanai, Hiroshi Hattori, and Kenji Nakazawa,the Directors who serve as Audit and Supervisory Committee Members, will expire
at the close of this Shareholders Meeting. Therefore, we hereby propose theelection of three (3) Directors to be Audit and Supervisory Committee Members.
The Audit and Supervisory Committee has agreed on this proposal.
Candidates for Directors to be an Audit and Supervisory Committee Members
are as follows:
Number1
Reappointment

OutsideIndependent

Name(Date of Birth)

Brief of Personal History,
Position and Assignment in the
Company(Current Holding of Important Positions)

Number of
Shares Owned

Apr. 1973 Joined Nippon Oil and Fats Co.,
7,000
Ltd. (current NOF Corporation)
Jun. 2007 Director, Operating Officer, and(Mar. 6, 1950)
General Manager of Oleo &Specialty Chemicals Division,
NOF Corporation
Jun. 2008 Director and Managing
Executive Officer in charge ofcorporate planning as well as
the oleo and specialty chemicals,
and DDS development
businesses of NOF Corporation
Jun. 2010 Director and Managing
Executive Officer in charge of
research as well as the DDS
development, life science
products, and electronicmaterials businesses of NOF
Corporation
Jun. 2012 Director and Senior Managing
Executive Officer in charge ofcorporate planning as well as
the functional chemicals andpolymers, electronic materials,
and functional films businesses
of NOF Corporation
Jun. 2013 President and Chief Executive
Officer of Yuka Sangyo Co., Ltd.
Jun. 2016 Outside Director of theCompany (Audit andSupervisory Committee
Member) (to present)
Reason for nomination as candidate for Outside Director
Mr. Hiroshi Hattori is a candidate for Outside Director. Serving as Outside Director, he
has been providing us with accurate advice and proposals regarding our operations
that draw on his extensive experience and knowledge acting as a manager in thechemical industry. We believe that he would continue to appropriately audit,
supervise, and advise us on our operations as an Audit and Supervisory Committee
Member, and therefore nominated him as an Outside Director to be an Audit andSupervisory Committee Member.
Pursuant to the provisions of the Companies Act and our company’s Articles ofIncorporation, we have entered into an agreement with Mr. Hattori to limit his liability
for damage arising from the nonperformance of duties. The amount of the liability

Hiroshi
Hattori

102Reappointment

Outsidelimitation under the said agreement is the minimum liability amount provided for bylaw. We will renew the agreement once his reappointment is approved.
Mr. Hattori will have served as an Outside Director of our company for four (4) fullyears as of the date of this Shareholders Meeting.
Matters in relation to independence
By June 2013, Mr. Hattori was formerly the Director and Senior Managing Executive
Officer of NOF Corporation, which we do business with. NOF Corporation is also ashareholder of the Company. However, both the volume of transactions with NOF
Corporation accounts and the number of shares owned by NOF Corporation are
insignificant, and a considerable number of years have passed since Mr. Hattori
resigned from NOF Corporation. Therefore, it can be deemed that his association withthe company will not materially affect decisions we make in regard to our business
operations or other matters. Since he is considered to be an independent outside
officer who is unlikely to have any conflict of interest with ordinary shareholders, we
nominated him as a candidate for Director. We have designated him as an independent
officer pursuant to the rules of the Tokyo Stock Exchange and notified the Tokyo Stock
Exchange of said designation. We will reappoint him as independent officer once hisreappointment is approved.
Apr. 1985 Joined Mitsubishi Oil Co., Ltd.
2,900
Kenji
(current JXTG Nippon Oil &Nakazawa
Energy Corporation)(Mar. 24, 1963)
Apr. 2009 Deputy General Manager,
Corporate Planning &Management Department,
Nippon Oil Corporation (current
JXTG Nippon Oil & Energy
Corporation)
Jul. 2011 Deputy General Manager,
Corporate Planning &Management Department, JX
Energy Corporation (current
JXTG Nippon Oil & Energy
Corporation)
Jan. 2016 Corporate Planning &Management Department, JX
Energy Corporation (current
JXTG Nippon Oil & Energy
Corporation) (Dispatched to the
Cabinet Office)Jun. 2018 Outside Director of theCompany (Audit andSupervisory Committee
Member) (to present)
Reason for nomination as candidate for Outside Director
Mr. Kenji Nakazawa is a candidate for Outside Director. Although he has not been
directly involved in the management of companies in a way other than being an outside
officer, as an Outside Director, he has been providing adequate advice and proposals
for the operations of the Company that draw on his extensive experience andknowledge in the petroleum industry. We believe that he would continue toappropriately audit, supervise, and advise us on our operations as an Audit andSupervisory Committee Member, and therefore nominated him as an Outside Director
to be an Audit and Supervisory Committee Member.
Pursuant to the provisions of the Companies Act and our company’s Articles ofIncorporation, we have entered into an agreement with Mr. Nakazawa to limit his
liability for damage arising from the nonperformance of duties. The amount of theliability limitation under the said agreement is the minimum liability amount provided
for by law. We will renew the agreement once his reappointment is approved.
Mr. Nakazawa will have served as an Outside Director of our company for two (2) fullyears as of the date of this Shareholders Meeting.

11

3
New
OutsideIndependent

Apr. 1976 Joined The Industrial Bank of0Japan, Limited (current Mizuho
Bank, Ltd.)(May. 15, 1953)
May. 2003 Division Manager, Hot Melt
Adhesive, MATSUMURA OIL
RESEARCH CORP. (current
MORESCO Corporation)
May. 2005 Director and Division Manager,
Hot Melt Adhesive,
MATSUMURA OIL RESEARCH
CORP.
Feb. 2008 Director and Executive Officer
Division Manager,
Administrative Management,
MATSUMURA OIL RESEARCH
CORP.
May. 2010 Managing Director andExecutive Officer
Division Manager,
Administrative Management,
MATSUMURA OIL RESEARCH
CORP.
May. 2014 Director and Senior Managing
Executive Officer
Division Manager, Functional
Fluids, MATSUMURA OIL
RESEARCH CORP.
Mar. 2018 Chairman, Wuxi MoreTex
Technology Co., Ltd. (to present)
May. 2018 CFO, Director and Senior
Managing Executive Officer,
MORESCO Corporation (topresent)
Mar. 2019 General Manager, Public
Relations Department,
MORESCO Corporation (topresent)
Apr. 2019 Representative Director andPresident, MORESCO TechnoCo., Ltd. (to present)
Reason for nomination as candidate for Outside Director
Mr. Takashi Takeuchi is a candidate for Outside Director. At the Company, we believe
that, serving as Outside Director, Mr. Takashi Takeuchi would appropriately audit,
supervise, and advise on our operations in a way that draws on his extensive
experience and knowledge in the chemical industry gained as a manager. We therefore
nominated him as an Outside Director to be an Audit and Supervisory Committee
Member.
Pursuant to the provisions of the Companies Act and our company’s Articles ofIncorporation, we will enter into an agreement with Mr. Takeuchi to limit his liability
for damage arising from the nonperformance of duties once he is appointed as an
Outside Director to be an Audit and Supervisory Committee Member. The amount of
the liability limitation under the said agreement will be the minimum liability amountprovided for by law.
Matters in relation to independence
Mr. Takashi Takeuchi is CFO, Director and Senior Managing Executive Officer of
MORESCO Corporation and Representative of two MORESCO group companies(Representative Director and President, MORESCO TECHNO CO., LTD. andChairman, Wuxi MoreTex Technology Co., Ltd.) We do business with the group.
However, the volume of transactions is insignificant. Therefore, it can be deemed that
his association with the group will not materially affect the decisions we make in regard
to our business operations or other matters. Since he is considered to be an
independent outside officer who is unlikely to have any conflict of interest withTakashiTakeuchi12

ordinary shareholders, we nominated him as a candidate for Director. Once his
appointment is approved, we will designate him as an independent officer pursuant to
the rules of the Tokyo Stock Exchange and notify the Tokyo Stock Exchange of said
designation.
(Note) Each candidate has no special interest in the Company.

13