This document has been translated from Japanese original for reference purposes only. In the event of any
discrepancy between this translated documents and the Japanese original, the original shall prevail. The
Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.
(Securities Code 7012)
June 13, 2013
Dear Shareholders
Shigeru Murayama
President
Kawasaki Heavy Industries, Ltd.
1-1 Higashikawasaki-cho 3chome,Chuo-ku, Kobe
(Registered Office)
1-3 Higashikawasaki-cho 1chome,
Chuo-ku, Kobe

NOTICE OF PARTIAL AMENDMENTS TO THE“NOTICE OF THE 190TH ORDINARY GENERAL MEETING OF SHAREHOLDERS”
Kawasaki Heavy Industries, Ltd. (the “Company”), hereby announces that there are partial amendments tothe information stated in the Company’s Notice of the 190th Ordinary General Meeting of Shareholders andinform of the details of the partial amendments through the Company’s website as follows.
A written notice with the same effect will be sent to shareholders.
1. Amended Items(1) “Notice of the 190th Ordinary General Meeting of Shareholders” page 2“Proposal No. 3: Election of Thirteen Directors”(2) “Notice of the 190th Ordinary General Meeting of Shareholders” pages 3 to 6
“Proposal No. 3: Election of Thirteen Directors” in “Reference Documents for the General Meetingof Shareholders”
2. Details of the Amendments (Underlined parts are amended.)(1) “Notice of the 190th Ordinary General Meeting of Shareholders” page 2<Before the Amendment>“Proposal No. 3: Election of Thirteen Directors”<After the Amendment>“Proposal No. 3: Election of Ten Directors”(2) “Notice of the 190th Ordinary General Meeting of Shareholders” pages 3 to 6
<Before the Amendment>
Proposal No. 3: Election of Thirteen Directors
The term of office of all thirteen Directors will expire at the conclusion of this Ordinary General
Meeting of Shareholders. Accordingly, we propose to elect thirteen Directors to promote various
efforts toward the enhancement of our corporate value. Such efforts include the new appointment of
one Outside Director in the aim of further strengthening the internal control system and increasingtransparency and objectivity of the management.
The new election of the Outside Director will become effective with a proviso that Proposal No.
2 is approved in its original form.
The candidates for Director are as follows:–1–No.

Name(Date of Birth)

Abridged Personal Records, Positions and Duties[Significant concurrent positions]Apr. 1972
Jun. 2007

1

Satoshi Hasegawa(Aug. 16, 1947)

Apr. 2009
Jun. 2009
Apr. 1972
Jun. 2008
Apr. 20122

Mitsutoshi Takao(Apr. 1, 1950)
Apr. 2013

Apr. 1973
Apr. 2008
3

Kyohei Matsuoka(Sep. 16, 1949)

Apr. 2009
Jun. 2009

Apr. 1972
Apr. 2007
Apr. 2009
4

Hiroshi Takata(Jan. 5, 1950)

Jun. 2009
Apr. 2010

5

Makoto Sonoda(Dec. 7, 1948)

Apr. 1971
Jun. 2007
Jun. 2010
Oct. 2010

Apr. 1974
Apr. 2008
6Shigeru Murayama(Feb. 27, 1950)

Apr. 2010
Jun. 2010

Joined Kawasaki Heavy Industries, Ltd.
Senior Vice President
President, Gas Turbine & Machinery Company
Senior Executive Vice President, Assistant to the President
President(current position)
Joined Kawasaki Heavy Industries, Ltd.
Senior Vice President
General Manager, Finance & Accounting Department
Senior Executive Vice President
Assistant to the President, In charge of Corporate Planning
Division, Finance & Accounting Division, CSR Division,
Personnel & Labor Administration Division and General
Administration Division
Senior Executive Vice President
Assistant to the President, In charge of Corporate Planning
Division, Finance & Accounting Division, CSR Division,
Personnel & Labor Administration Division, General
Administration Division and Procurement Division(current position)
Joined Kawasaki Heavy Industries, Ltd.
Managing Executive Officer
Vice President, Rolling Stock Company
Managing Executive Officer
President, Rolling Stock Company
Senior Vice President
President, Rolling Stock Company(current position)
Joined Kawasaki Heavy Industries, Ltd.
General Manager, Research & Development Division,
Consumer Products & Machinery Company
Managing Executive Officer
President, Consumer Products & Machinery Company
Senior Vice President
President, Consumer Products & Machinery Company
Senior Vice President
President, Motorcycle & Engine Company(current position)
Joined Kawasaki Heavy Industries, Ltd.
President, Kawasaki Precision Machinery, Limited.
Director, Kawasaki Heavy Industries, Ltd.
President, Kawasaki Precision Machinery, Limited.
Senior Vice President
President, Precision Machinery Company(current position)
Joined Kawasaki Heavy Industries, Ltd.
Managing Executive Officer
Vice President, Aerospace Company
Managing Executive Officer
President, Aerospace Company
Senior Vice President
President, Aerospace Company(current position)–2–Shares oftheCompany

126,000shares

111,000
shares

83,000shares

58,000shares56,000shares107,000
sharesNo.

Name(Date of Birth)

Abridged Personal Records, Positions and Duties[Significant concurrent positions]Apr. 1977
July. 2006
Apr. 20097

Joji Iki(Sep. 5, 1951)

Apr. 2012
Jun. 2012

Apr. 1975
Apr. 2008

Apr. 2011
8

Masahiko Hirohata(Sep. 20, 1951)
Apr. 2012
Jun. 2012

Apr. 1974
Jun, 2008
Jun. 2010

Oct. 2010
9

Eiji Inoue(Feb. 22, 1952)
Apr. 2011
Apr. 2012
Jun. 2012

Apr. 1976
Dec. 2008

Jan. 200910Yoshinori Kanehana(Feb. 19, 1954)

Apr. 2009
Apr. 2011
Apr. 2012
Jun. 2012

Joined Kawasaki Heavy Industries, Ltd.
Deputy General Manager, Machinery Division, Gas
Turbine & Machinery Company
Executive Officer
General Manager, Machinery Division, Gas Turbine &Machinery Company
Managing Executive Officer
President, Gas Turbine & Machinery Company
Senior Vice President
President, Gas Turbine & Machinery Company(current position)
Joined Kawasaki Heavy Industries, Ltd.
Executive Officer
General Manager, Planning & Control Division, Gas
Turbine & Machinery Company
Managing Executive Officer
General Manager, Corporate Planning Division
Senior Manager, Infrastructure Strategy Office
Managing Executive Officer
General Manager, Corporate Planning Division
Senior Vice President
General Manager, Corporate Planning Division(current position)
Joined Kawasaki Heavy Industries, Ltd.
Director, Kawasaki Plant Systems, Ltd.
Senior Vice President
General Manager, Project Engineering Center, Kawasaki
Plant Systems, Ltd.
Executive Officer
General Manager, Project Engineering Center, In charge ofKobe Engineering Department, Plant & Infrastructure
Company, Kawasaki Heavy Industries, Ltd.
Executive Officer
Vice President, Plant & Infrastructure Company
Managing Executive Officer
President, Plant & Infrastructure Company
Senior Vice President
President, Plant & Infrastructure Company(current position)
Joined Kawasaki Heavy Industries, Ltd.
General Manager, Rolling Stock Division,General Manager, Project Management Center, Rolling
Stock Division, Rolling Stock Company
General Manager, Rolling Stock Division, Rolling StockCompany
Executive Officer
Vice President, Rolling Stock Company
Managing Executive Officer
Vice President, Rolling Stock Company
Managing Executive Officer
General Manager, Marketing Division
Senior Vice President
General Manager, Marketing Division(current position)–3–

Shares oftheCompany

21,000shares

66,000shares

36,000shares37,000SharesNo.

Name(Date of Birth)

Abridged Personal Records, Positions and Duties[Significant concurrent positions]Apr. 1975
Apr. 2008

11

Minoru Makimura(Nov. 18, 1950)

Apr. 2011

Apr. 2012

Apr. 1975
Jun. 2008

Jun. 201012

Akio Murakami(Nov. 18, 1950)

Oct. 2010

Apr. 2013

Apr. 1969
Oct. 2004
Oct. 200813

Yoshihiko Morita(Mar, 7, 1947)

Jun. 2011
Dec. 2011
Jun. 2012

Joined Kawasaki Heavy Industries, Ltd.
Executive Officer
Deputy General Manager, Corporate Technology Division
and Senior Manager, Technical InstituteManaging Executive Officer
General Manager, Corporate Technology Division andSenior Manager, Technical InstituteManaging Executive Officer
General Manager, Corporate Technology Division(current position)
Joined Kawasaki Heavy Industries, Ltd.
Director,General Manager, Technology Division, Kawasaki
Shipbuilding Corporation
Senior Vice President
General Manager, Technology Division, Kawasaki
Shipbuilding Corporation
Executive Officer
General Manager, Planning & Control Division, Ship &Offshore Structure Company
Managing Executive Officer
President, Ship & Offshore Structure Company(current position)
Joined Export-Import Bank of Japan (At present: Japan
Bank for International Cooperation)
Vice Governor of Japan Bank for International Cooperation
Representative Director and Senior Managing Executive
Officer
Deputy CEO of Japan Bank for International Cooperation,
Japan Finance Corporation
Resigned Deputy CEO of Japan Bank for International
Cooperation, Japan Finance CorporationAdvisor, Sumitomo Mitsui Banking Corporation
President, Japan Institute for Overseas Investment
Corporate Auditor, TOKYO GAS Co., Ltd.
(current position)[Significant concurrent position]
President, Japan Institute for Overseas Investment
Corporate Auditor, TOKYO GAS Co., Ltd.

Shares oftheCompany

43,000Shares

19,000Shares2,000
Shares(Notes) 1. There is no special interest relationship between the candidates and the Company.
2. Contents of the matter stipulated regarding candidates for Outside Director pursuant to Article 74, Paragraph 4 ofthe Ordinance for Enforcement of the Companies Act(1) Mr. Yoshihiko Morita is a candidate for Outside Director.
(2) Mr. Yoshihiko Morita has been chosen as a candidate for Outside Director as the Company has judged that he isable to express useful opinions and advice in determining important matters of the Company’s management. TheCompany believes he can do so from a position independent from the Company’s execution of duties in light of his
substantial overseas experiences and knowledge as a specialist, acquired in the Japan Bank for International
Cooperation and other institutions. The Company believes he will be able to fully perform his roles as an Outside
Director in the supervision of the execution of duties of the Company. Mr. Yoshihiko Morita will resign as advisorof Sumitomo Mitsui Banking Corporation on June 30, 2013.
(3) After the proposed election, Mr. Yoshihiko Morita will enter into a limited liability agreement pursuant to theprovisions of Article 427, Paragraph 1 of the Companies Act with the Company on condition that Proposal No. 2 isapproved in its original form. The liability for damages under said agreement shall be limited to either an amountof ¥10 million, or an amount specified by law and regulation, whichever is higher.
3. Mr. Yoshihiko Morita satisfies the requirements of independent directors/corporate auditors stipulated by theTokyo Stock Exchange, Osaka Securities Exchange and Nagoya Stock Exchange.

–4–<After the Amendment>
Proposal No. 3: Election of Ten Directors
The term of office of all thirteen Directors will expire at the conclusion of this Ordinary General
Meeting of Shareholders. Accordingly, we propose to elect ten Directors to promote various efforts
toward the enhancement of our corporate value. Such efforts include the new appointment of one
Outside Director in the aim of further strengthening the internal control system and increasingtransparency and objectivity of the management.
The new election of the Outside Director will become effective with a proviso that Proposal No.
2 is approved in its original form.
The candidates for Director are as follows:

No.

Name
(Date of Birth)

Abridged Personal Records, Positions and Duties[Significant concurrent positions]Apr. 1973
Apr. 2008

3

Kyohei Matsuoka(Sep. 16, 1949)

Apr. 2009
Jun. 2009

Apr. 1972
Apr. 2007
Apr. 2009
4

Hiroshi Takata(Jan. 5, 1950)

Jun. 2009
Apr. 2010

5

Makoto Sonoda(Dec. 7, 1948)

Apr. 1971
Jun. 2007
Jun. 2010
Oct. 2010

Apr. 1974
Apr. 2008
6

Shigeru Murayama(Feb. 27, 1950)

Apr. 2010
Jun. 2010

Apr. 1977
July. 2006
Apr. 20097

Joji Iki(Sep. 5, 1951)

Apr. 2012
Jun. 2012

Joined Kawasaki Heavy Industries, Ltd.
Managing Executive Officer
Vice President, Rolling Stock Company
Managing Executive Officer
President, Rolling Stock Company
Senior Vice President
President, Rolling Stock Company(current position)
Joined Kawasaki Heavy Industries, Ltd.
General Manager, Research & Development Division,
Consumer Products & Machinery Company
Managing Executive OfficerPresident, Consumer Products & Machinery Company
Senior Vice President
President, Consumer Products & Machinery Company
Senior Vice President
President, Motorcycle & Engine Company(current position)
Joined Kawasaki Heavy Industries, Ltd.
President, Kawasaki Precision Machinery, Limited.
Director, Kawasaki Heavy Industries, Ltd.
President, Kawasaki Precision Machinery, Limited.
Senior Vice President
President, Precision Machinery Company(current position)
Joined Kawasaki Heavy Industries, Ltd.
Managing Executive OfficerVice President, Aerospace Company
Managing Executive Officer
President, Aerospace Company
Senior Vice President
President, Aerospace Company(current position)
Joined Kawasaki Heavy Industries, Ltd.
Deputy General Manager, Machinery Division, GasTurbine & Machinery Company
Executive Officer
General Manager, Machinery Division, Gas Turbine &Machinery Company
Managing Executive Officer
President, Gas Turbine & Machinery Company
Senior Vice President
President, Gas Turbine & Machinery Company(current position)–5–

Shares oftheCompany

83,000shares

58,000shares56,000shares107,000
shares

21,000sharesNo.

Name(Date of Birth)

Abridged Personal Records, Positions and Duties[Significant concurrent positions]Apr. 1974
Jun, 2008
Jun. 2010

Oct. 2010
9Eiji Inoue(Feb. 22, 1952)
Apr. 2011
Apr. 2012
Jun. 2012

Apr. 1976
Dec. 2008

Jan. 200910

Yoshinori Kanehana(Feb. 19, 1954)

Apr. 2009
Apr. 2011
Apr. 2012
Jun. 2012

Apr. 1975
Apr. 2008

11

Minoru Makimura(Nov. 18, 1950)

Apr. 2011

Apr. 2012

Apr. 1975
Jun. 2008

Jun. 201012

Akio Murakami(Nov. 18, 1950)

Oct. 2010

Apr. 2013

Joined Kawasaki Heavy Industries, Ltd.
Director, Kawasaki Plant Systems, Ltd.
Senior Vice President
General Manager, Project Engineering Center, Kawasaki
Plant Systems, Ltd.
Executive Officer
General Manager, Project Engineering Center, In charge ofKobe Engineering Department, Plant & Infrastructure
Company, Kawasaki Heavy Industries, Ltd.
Executive Officer
Vice President, Plant & Infrastructure Company
Managing Executive Officer
President, Plant & Infrastructure Company
Senior Vice President
President, Plant & Infrastructure Company(current position)
Joined Kawasaki Heavy Industries, Ltd.
General Manager, Rolling Stock Division,General Manager, Project Management Center, Rolling
Stock Division, Rolling Stock Company
General Manager, Rolling Stock Division, Rolling StockCompany
Executive Officer
Vice President, Rolling Stock Company
Managing Executive Officer
Vice President, Rolling Stock Company
Managing Executive Officer
General Manager, Marketing Division
Senior Vice President
General Manager, Marketing Division(current position)
Joined Kawasaki Heavy Industries, Ltd.
Executive Officer
Deputy General Manager, Corporate Technology Division
and Senior Manager, Technical InstituteManaging Executive Officer
General Manager, Corporate Technology Division andSenior Manager, Technical InstituteManaging Executive Officer
General Manager, Corporate Technology Division(current position)
Joined Kawasaki Heavy Industries, Ltd.
Director,
General Manager, Technology Division, Kawasaki
Shipbuilding Corporation
Senior Vice President
General Manager, Technology Division, Kawasaki
Shipbuilding Corporation
Executive OfficerGeneral Manager, Planning & Control Division, Ship &Offshore Structure Company
Managing Executive Officer
President, Ship & Offshore Structure Company(current position)–6–

Shares oftheCompany

36,000shares37,000Shares

43,000Shares

19,000SharesNo.

Name(Date of Birth)

Abridged Personal Records, Positions and Duties[Significant concurrent positions]Apr. 1969
Oct. 2004
Oct. 200813

Yoshihiko Morita(Mar, 7, 1947)

Jun. 2011
Dec. 2011
Jun. 2012

Joined Export-Import Bank of Japan (At present: Japan
Bank for International Cooperation)
Vice Governor of Japan Bank for International Cooperation
Representative Director and Senior Managing Executive
Officer
Deputy CEO of Japan Bank for International Cooperation,
Japan Finance Corporation
Resigned Deputy CEO of Japan Bank for International
Cooperation, Japan Finance CorporationAdvisor, Sumitomo Mitsui Banking Corporation
President, Japan Institute for Overseas Investment
Corporate Auditor, TOKYO GAS Co., Ltd.
(current position)[Significant concurrent position]
President, Japan Institute for Overseas Investment
Corporate Auditor, TOKYO GAS Co., Ltd.

Shares oftheCompany

2,000
Shares(Notes) 1. There is no special interest relationship between the candidates and the Company.
2. Contents of the matter stipulated regarding candidates for Outside Director pursuant to Article 74, Paragraph 4 ofthe Ordinance for Enforcement of the Companies Act(1) Mr. Yoshihiko Morita is a candidate for Outside Director.
(2) Mr. Yoshihiko Morita has been chosen as a candidate for Outside Director as the Company has judged that he isable to express useful opinions and advice in determining important matters of the Company’s management. TheCompany believes he can do so from a position independent from the Company’s execution of duties in light of his
substantial overseas experiences and knowledge as a specialist, acquired in the Japan Bank for International
Cooperation and other institutions. The Company believes he will be able to fully perform his roles as an Outside
Director in the supervision of the execution of duties of the Company. Mr. Yoshihiko Morita will resign as advisorof Sumitomo Mitsui Banking Corporation on June 30, 2013.
(3) After the proposed election, Mr. Yoshihiko Morita will enter into a limited liability agreement pursuant to theprovisions of Article 427, Paragraph 1 of the Companies Act with the Company on condition that Proposal No. 2 isapproved in its original form. The liability for damages under said agreement shall be limited to either an amountof ¥10 million, or an amount specified by law and regulation, whichever is higher.
3. Mr. Yoshihiko Morita satisfies the requirements of independent directors/corporate auditors stipulated by theTokyo Stock Exchange, Osaka Securities Exchange and Nagoya Stock Exchange.

3.

Reason for the Amendments
At an extraordinary meeting of the Board of Directors on June 13, 2013, a resolution was passed
to dismiss Mr. Satoshi Hasegawa, Mr. Mitsutoshi Takao and Mr. Masahiko Hirohata from thepositions they had held up to this date as Representative Director and executive Director or executivedirector (see detailed allocation of positions below) and assigned them to positions as non-executive
Directors under the supervision of the President. This resolution was passed unanimously by all
members of the Board of Directors except those named above. This measure was deemed necessary
because the arbitrary management actions of the above directors in disregard of the majority view ofthe Board of Directors fostered the opinion that they were unqualified to continue in their positions.
The Board of Directors also resolved that Proposal No. 3 presented to shareholders at the 190th
Ordinary General Meeting of Shareholders would be amended to “Election of Ten Directors.” This
resolution reflects the situation outlined above and the determination that the above-named directors
are seen as unqualified as Directors of the Company.
(Notes) Mr. Hasegawa held the positions of representative director and executive director; Mr. Takao
was also a representative director and an executive director; and Mr. Hirohata was anexecutive director.

- End of document–7–