[Translation]

This document has been translated from the Japanese original for the convenience of non-Japanese shareholders.
In the event of any discrepancy between this document and the Japanese original, the original shall prevail.

Securities code: 9058
June 1, 2021
To our shareholders:
Yutaka Tsunekawa
President
TRANCOM CO., LTD.
19-30, 1-chome Aoi, Higashi-ku, Nagoya
NOTICE OF THE 64th ANNUAL MEETING OF SHAREHOLDERS
We are pleased to announce the 64th Annual Meeting of Shareholders of TRANCOM CO., LTD.
(the “Company”) on June 17, 2021, which will be held as described below.

Meeting Details
1. Date and Time:Thursday, June 17, 2021 at 10:00 a.m. (Japan Standard Time)

2. Place:

4F Conference Room, Mazak Art Plaza
19-30, 1-chome Aoi, Higashi-ku, Nagoya*There is a possibility that this venue will not be able to be used dueto the impact of the novel coronavirus disease (COVID-19).
In this case, the Company will make an announcement on its
website (https://www.trancom.co.jp/ir).

3. Purposes:
Items to be reported:
1. Business Report, Consolidated Financial Statements and Audit Reports of theConsolidated Financial Statements by the Financial Auditor and the Audit andSupervisory Committee for the 64th Fiscal Year (from April 1, 2020 to March 31,
2021)
2. Non-Consolidated Financial Statements for the 64th Fiscal Year (from April 1,2020 to March 31, 2021)
Items to be resolved:
Appropriation of surplus
Proposal 1:
Election of seven (7) Directors who are not Audit and Supervisory
Proposal 2:
Committee Members
Election of one (1) Director who is Audit and Supervisory Committee
Proposal 3:
Member-1-

[Translation]

Reference Document for the Annual Meeting of Shareholders
Proposals and Reference Information
Proposal 1:
1.

Appropriation of surplus

Year-end dividend
To determine the amount of dividends payable at the end of the 64th fiscal year, theCompany must take account of the continuation of stable dividend with businessperformance for the 64th fiscal year. Accordingly, the Company proposes to pay dividends
as follows:(1)

Type of dividend assets:

Cash

(2)

Allocation of dividends to shareholders, and total amount
Per share of common stock:¥60
Total dividends:¥592,834,980
Since the interim dividend in the amount of 55 yen per share has been distributed, the annual dividend forthe current fiscal year would be 115 yen per share (dividend increase of 11 yen).

(3)2.

Effective date of dividends of surplus:

June 18, 2021

Other appropriation of surplus
Regarding matters relating to the other appropriation of surplus, the Company proposes thefollowing to prepare for investment to promote further business growth and other actions.
(1)

Item of surplus to be increased and amount of increase
General reserve:¥3,000,000,000(2)Item of surplus to be decreased and amount of decrease
Retained earnings brought forward: ¥3,000,000,000-2-[Translation]

Proposal 2:

Election of seven (7) Directors who are not Audit and Supervisory
Committee Members

All six (6) Directors who are not Audit and Supervisory Committee Members’ term of officewill expire at the conclusion of this Annual Meeting of Shareholders. Therefore, the Company
proposes the election of seven (7) Directors who are not Audit and Supervisory Committee
Members, including two (2) Outside Directors.
Audit and Supervisory Committee determines that all candidates for Directors are wellqualified.
The candidates for Directors who are not Audit and Supervisory Committee Members are as
follows:No.

Name(Date of birth)

Career summary, positions and areas of responsibility in the Company
Jul.

1

Joined Aichi Kogata Unyu Co., Ltd. (currently RANET
CO., LTD.)

Jun.

1989

Board Director of the Company

Masahisa Shimizu
70 years old(Jun. 23, 1950)

Jun.

1994

Executive Director

Apr.

2000

Senior Executive Director

Jun.

2005

President

Reelection

Apr.

2016

Chairman (current position)

Attendance at theBoard of Directors
meetings
11/12 (92%)

Yutaka Tsunekawa
60 years old(Apr. 29, 1961)
2

1976

Reelection
Attendance at theBoard of Directors
meetings
12/12 (100%)

Reasons for Nomination as Director
Masahisa Shimizu has led the Company by demonstrating excellent
foresight and strong leadership and grown it into a unique logistics
company. On the basis of his track record, he has been continuing his
management leadership as Chairman. The Company has nominated him asa candidate for Director, because he can be expected to perform the duties
such as decision-making in management policy and corporate strategy,
oversight of business operations and proactive advocation of corporate
values to disseminate them within the Group.
Jan.

2008

Joined the Company

Aug.

2009

Executive Officer, Manager of Corporate Planning Groupand in charge of General & Human Resources Group

Jun.

2010

Executive Officer in charge of Administration Group

Jun.

2011

Board Director and Executive Officer in charge of
Administration Group

Apr.

2012

Board Director and Managing Executive Officer incharge of Administration Group

Mar.

2015

Board Director and Managing Executive Officer incharge of Administration & System Group

Apr.

2016

Number ofCompany
shares owned

President (current position)

Reasons for Nomination as Director
Since joining the Company, Yutaka Tsunekawa has acquired broad
experience in the Corporate Planning Group, Administration Group andSystem Group, contributing toward the Company’s growth andspearheading qualitative management reforms. On the basis of his trackrecord, he has worked vigorously as the person leading the realization of
the medium-term vision and as President. The Company has nominatedhim as a candidate for Director, because he can be expected to continue
performing his duties as President.

-3-30,5003,400

[Translation]

No.

Name
(Date of birth)

Yasuhiro Jinno
50 years old(Mar. 8, 1971)
3

Reelection
Attendance at theBoard of Directors
meetings
11/12 (92%)

Career summary, positions and areas of responsibility in the Company
Mar.
Jun.

1995
2005

Feb.

2012

Jun.

2014

Apr.

2016

Dec.

2016

Apr.
Oct.
Apr.

2017
2018
2020

Feb.

2021

Joined the Company
Executive Officer, General Manager of TransportationGroup
Executive Officer, controlling operation of Logistics
Management Group
Board Director and Executive Officer in charge of
Logistics Management Group
Board Director and Senior Executive Officer in charge of
Logistics Management Group
Board Director and Senior Executive Officer, assisting
operations control
Board Director and Managing Executive Officer
Board Director and Senior Managing Executive Officer
President and Representative Director of TRANCOM
SC., LTD.
Board Director and Senior Managing Executive Officer
in charge of Business Operations and Sales of theCompany (current position)

Reasons for Nomination as Director
Yasuhiro Jinno has engaged in the Transportation business and Logistics
Management business since joining the Company and held positions ofresponsibility in diverse business areas. On the basis of his extensive
business experience and track record, he has formulated and implemented
business strategy from a management perspective looking to the medium tolong term. The Company has nominated him as a candidate for Director,
because he can be expected to continue promoting the Company’sbusiness.

-4-

Number ofCompany
shares owned

1,600[Translation]

No.

Name
(Date of birth)

Career summary, positions and areas of responsibility in the Company
Mar.

Joined the Company

Feb.

2012

General Manager of Logistics Information Service Group

Apr.

2014

Executive Officer, General Manager of Logistics
Information Service Group

Mar.

2016

President and Representative Director of TTS CO., LTD.
(current position)

Apr.

2018

Senior Executive Officer in charge of Logistics
Information Service Group

Apr.

2019

Managing Executive Officer in charge of Logistics
Information Service Group

Jun.

2019

Board Director and Managing Executive Officer incharge of Logistics Information Service Group

Reelection

Feb.

2020

Board Director and Managing Executive Officer
responsible for Transport Division

Attendance at theBoard of Directors
meetings
12/12 (100%)

Oct.

2020

Board Director and Senior Managing Executive Officer
responsible for Transport Division (current position)

Ryo Kambayashi
47 years old(Apr. 1, 1974)
4

1997

Number ofCompany
shares owned［Important Concurrent Positions］
President and Representative Director of TTS CO., LTD.
Reasons for Nomination as Director
Ryo Kambayashi has engaged in the Logistics Information Service
business since joining the Company and has lead its growth into one of thecore businesses of the Company. Utilizing this extensive businessexperience and knowledge, he formulated and implemented businessstrategy that quickly responds to changes in economic conditions and thebusiness environment as the person responsible for the Transport Division.
The Company has nominated him as a candidate for Director, because hecan be expected to continue promoting the Company’s business.

-5-

1,200

[Translation]

No.

Name
(Date of birth)Atsunori Takebe
46 years old(Jul. 30, 1974)
5

Career summary, positions and areas of responsibility in the Company
Jul.

1999

Joined the Company

Feb.

2003

Block Manager of Block I of Logistics Management
Group

Feb.

2010

Manager of Corporate Planning Group

Apr.

2014

Vice President of Transfreight China Logistics Ltd.
(currently TRANCOM CHINA LOGISTICS LTD.)

Nov.

2015

General Manager of Overseas Business Group

Nov.

2015

President of TRANCOM CHINA LOGISTICS LTD.
(current position)

Apr.
Jun.

2016
2016

Feb.

2019

Oct.
Apr.

2019
2020

Feb.

2021

May

2021

Executive Officer in charge of Overseas Business Group
Board Director and Executive Officer in charge ofOverseas Business Group
Board Director and Executive Officer in charge ofAutomotive Logistics Group and Overseas BusinessGroup
Chairman of Sergent Services Pte Ltd (current position)
Board Director and Senior Executive Officer in charge ofCorporate Account Development, Automotive Logistics
Group and Overseas Business Group
Board Director and Senior Executive Officer in charge ofCorporate Planning, Automotive Logistics and Overseas
Business (current position)
Representative Director of Ranet CO., LTD. (current
position)

Reelection
Attendance at theBoard of Directors
meetings
12/12 (100%)［Important Concurrent Positions］
President of TRANCOM CHINA LOGISTICS LTD.
Chairman of Sergent Services Pte Ltd
Representative Director of Ranet CO., LTD.
Reasons for Nomination as Director
Since joining the Company, Atsunori Takebe has engaged in the Logistics
Management business, Corporate Planning, business expansion inoverseas, the promotion of the automotive logistics business, etc. and has
gained extensive experience. On the basis of his track record, he haspromoted the rebuilding of the foundation for growth by developing
ESG/SDGs management in addition to expanding new transport anddelivery areas that combine ideas and technology. The Company has
nominated him as a candidate for Director, because he can be expected tocontinue utilizing his broad business experience and knowledge formanagement.

-6-

Number ofCompany
shares owned

76,900[Translation]

No.

Name
(Date of birth)

Kei Sato
56 years old(Jun. 1, 1965)

6

Reelection
Outside Director
Independent
Attendance at theBoard of Directors
meetings
12/12 (100%)Career summary, positions and areas of responsibility in the Company
Apr.

1988

Joined KOKUSAI SHOGYO publishing corp.

Dec.

1990

Joined THE NIKKAN KOGYO SHIMBUN, LTD.

Nov.

2003

Managing Director of Phoenix Capital Co., Ltd.

Feb.

2004

Director of Kinsho Store Co., Ltd.

May

2007

Representative Director of PARER Co., Ltd.

Aug.

2008

Director and Co-founder of KAJITAKU CO., LTD.

Jun.

2019

Outside Director of the Company (current position)

Jun.

2019

Nov.

2019

Outside Director of Life Network Co., Ltd. (current
position)
Joint Representative Director of COKIA Ltd. (current
position)

Number ofCompany
shares owned［Important Concurrent Positions］
Outside Director of Life Network Co., Ltd.
Joint Representative Director of COKIA Ltd.
Reasons for Nomination as Outside Director and expected role
Kei Sato has engaged in business management in various fields, and has a
track record as a corporate manager accumulated over many years andexceptional insight concerning society, economic trends, etc. Utilizing this,he actively offers comments and advice in order to increase thetransparency and fairness of management as Chairperson of theNomination Committee and the Remuneration Committee. Furthermore, hecontributes to collaboration between Outside Directors, information
sharing and the enhancement of the functions of the Board of Directors
through the constructive exchange of opinions, etc. as Head of Independent
Outside Directors. The Company has nominated him as a candidate for
Outside Director, because he can be expected to continue utilizing his
experience, etc. to appropriately monitor and give effective advice
regarding the Company’s overall management.
Matters concerning Independence
The Company has no special relationship with Life Network Co., Ltd. or
COKIA Ltd., at both of which Kei Sato concurrently serves as a director.
He has been in an agreement for an advisory contract with the Company
regarding sales activities since February 2016, but the compensation wasless than five million yen, and the advisory contract was terminated in May
2019. Therefore, we believe that this does not affect his independence. In
addition, he has been registered as an Independent Director prescribed by
the Tokyo Stock Exchange and Nagoya Stock Exchange, and if he iselected, the Company will continue to appoint him as Independent
Director.

-7-–

[Translation]

No.

Name
(Date of birth)

Aiko Kanayama
42 years old(Dec. 17, 1978)
7

New candidate
Outside Director
Independent

Career summary, positions and areas of responsibility in the Company
Oct.

2005

Registered as a lawyer
Joined Mori Hamada & Matsumoto

Apr.

2010

Joined Ministry of Land, Infrastructure, Transport andTourism

Oct.

2018

Joined Google Japan G.K.

Jan.

2019

Partner of Miura & Partners (current position)

Dec.

2020

Outside Director of DIGITALIFT Inc. (current position)

Number ofCompany
shares owned［Important Concurrent Positions］
Partner of Miura & Partners
Outside Director of DIGITALIFT Inc.
Reasons for Nomination as Outside Director and expected role
In addition to her professional knowledge and experience in corporate law
as a lawyer, Aiko Kanayama has broad perspective and insight, including
her experience in the domestic and overseas transport business at central
government agencies and her experience in digitalization at global
companies. The Company has nominated her as a candidate for Outside
Director, because she can be expected to utilize this experience to offer
useful advice on strengthening the Company’s governance and responding
to digitalization. Although she has no experience in corporate management
other than as Outside Director, she can be expected to perform suitably theduties of Outside Director who is not an Audit and Supervisory Committee
Member for the reasons stated above.
Matters concerning Independence
There is no special interest between the candidate and the Company. Aiko
Kanayama fulfills the conditions for registration as Independent Director
pursuant to the provisions of the Tokyo Stock Exchange and Nagoya Stock
Exchange. If she is elected, the Company will appoint her as Independent
Director.

(Notes) 1 There is no special interest between the candidates and the Company.
2 The Company has entered into a directors and officers liability insurance policy as prescribedin Article 430-3 of the Companies Act with an insurance company, and plans to renew thepolicy in June 2021. This insurance policy covers losses and such costs as related litigation
expenses borne by the insured persons resulting from corporate lawsuits, third-party lawsuits,
and shareholder lawsuits, and an overview of the details is provided in this Reference
Document for the Annual Meeting of Shareholders (see Page 13). If each candidate isreelected or elected, he or she will be included as insured person in the policy.
3 Kei Sato and Aiko Kanayama are candidates for Outside Director.
4 The Company has entered into an agreement with Kei Sato to limit his liability for damages
as prescribed in Article 423, Paragraph 1 of the Companies Act pursuant to Article 427,
Paragraph 1 of the same law. The limited amount of liabilities for damages under the
Agreement was set as the higher of either two million yen or the minimum amount calculated
based on the provision of Article 425, Paragraph 1. Upon the approval of the reelection ofhim, the Company plans to continue the same agreement with him. In addition, upon theapproval of the election of Aiko Kanayama, the Company plans to enter into an agreement tolimit her liability with the same details as above.
5 The term of office of Kei Sato as Outside Director will be two years since his appointment at
the conclusion of this Annual Meeting of Shareholders.
6 Aiko Kanayama’s name in her family registry is Aiko Tamamura.

-8-–

[Translation]

Proposal 3:

Election of one (1) Director who is Audit and Supervisory Committee
Member

The term of office of Director Kazuo Tsuyumoto, who is an Audit and Supervisory Committee
Member, will expire at the conclusion of this Annual Meeting of Shareholders. Therefore, theCompany proposes the election of one (1) Director who is an Audit and Supervisory Committee
Member.
Additionally, the submission of this proposal has been approved by the Audit and Supervisory
Committee.
The candidate for Director who is Audit and Supervisory Committee Member is as follows:
Name(Date of birth)

Eiji Shibuya
64 years old(Jan. 28, 1957)
New candidate
Outside Director
Independent

Career summary, positions and areas of responsibility in the Company
Oct.

1979

Joined Tohmatsu Awoki & Co. (currently Deloitte Touche
Tohmatsu LLC)

Mar.

1983

Registered as a certified public accountant

May

2004

Representative Partner of Deloitte Touche Tohmatsu LLC

Jun.

2013

Deputy Chairman of Tokai Chapter of The Japanese Instituteof Certified Public Accountants

Jul.

2013

Council Member of The Japanese Institute of Certified Public
Accountants

Jul.

2018

Number ofCompany
shares owned

Retired from Deloitte Touche Tohmatsu LLC

Aug. 2018

Director of Eiji Shibuya CPA Office (current position)

Jun.

2019

Chairman of Gifu Prefectural Chapter in Tokai Chapter of The
Japanese Institute of Certified Public Accountants (current
position)

Jun.

2019

Outside Director (Audit and supervisory committee member)of MINO CERAMIC CO., LTD. (current position)

Director of Eiji Shibuya CPA Office
Chairman of Gifu Prefectural Chapter in Tokai Chapter of The Japanese Instituteof Certified Public Accountants
Outside Director (Audit and supervisory committee member) of MINO
CERAMIC CO., LTD.
Reasons for Nomination as Outside Director and expected role
Eiji Shibuya has professional knowledge and abundant experience as a certified
public accountant. The Company has nominated him as a candidate for Outside
Director who is an Audit and Supervisory Committee Member, because he can be
expected to provide highly effective oversight and ensure the soundness ofmanagement, and provide effective advice on strengthening the Company’s
governance, from the perspective of accounting and finance. Although he has noexperience in corporate management other than as Outside Director, he can be
expected to perform suitably the duties of Outside Director who is an Audit andSupervisory Committee Member for the reasons stated above.
Matters concerning Independence
There is no special interest between the candidate and the Company. Eiji Shibuya
fulfills the conditions for registration as Independent Director pursuant to theprovisions of the Tokyo Stock Exchange and Nagoya Stock Exchange. If he iselected, the Company will appoint him as Independent Director.

(Notes) 1 There is no special interest between the candidate and the Company.
2 The Company has entered into a directors and officers liability insurance policy as prescribedin Article 430-3 of the Companies Act with an insurance company, and plans to renew thepolicy in June 2021. This insurance policy covers losses and such costs as related litigation
expenses borne by the insured persons resulting from corporate lawsuits, third-party lawsuits,
and shareholder lawsuits, and an overview of the details is provided in this Reference
Document for the Annual Meeting of Shareholders (see Page 13). If Eiji Shibuya is elected,
he will be included as an insured person in the policy.

-9-–

[Translation]

3 Eiji Shibuya is a candidate for Outside Director.
4 Upon the approval of the election of Eiji Shibuya as a Director who is an Audit andSupervisory Committee Member, the Company will enter into an agreement with him to limit
his liability for damages as prescribed in Article 423, Paragraph 1 of the Companies Act
pursuant to Article 427, Paragraph 1 of the same law. The Company plans to set the limited
amount of liabilities for damages under the aforementioned agreement to the higher of either
two million yen or the minimum amount calculated based on the provision of Article 425,
Paragraph 1.

- 10 -

[Translation](Reference)

System of the Board of Directors after the conclusion of the Annual Meeting of
Shareholders (Planned)
Name

Positions and areas of responsibility in the Company

Nomination
Committee

Compensation
Committee

Masahisa
Shimizu

Male

Chairman○○YutakaTsunekawa

Male

President○○

Yasuhiro
Jinno

Male

Board Director and Senior
Managing Executive
Officer

In charge of Business
Operations and Sales

Ryo
Kambayashi

Male

Board Director and Senior
Managing Executive
Officer

Responsible for Transport
Division

Atsunori
TakebeMale

Board Director and Senior
Executive Officer

In charge of Corporate
Planning, Automotive
Logistics and Overseas
Business

Kei Sato

Male
Outside Director
Outside(Head of Independent
Director
Outside Directors)
Independent

Aiko
Kanayama

FemaleOutsideOutside Director
Director
Independent

Hisatoshi
Nagamine

Male

Kazuo
Kawamura

Male
Outside Director and Audit
Outsideand Supervisory
Director
Committee Member
Independent

Yasuhisa
Hayakawa

Male
Outside Director and Audit
Outsideand Supervisory
Director
Committee Member
Independent

Eiji Shibuya

Male
Outside Director and Audit
Outsideand Supervisory
Director
Committee Member
Independent○○(Chairperson)(Chairperson)○○

Director and Full-time
Audit and Supervisory
Committee Member- 11 -

[Translation]

Appointment Policy and Procedures for Candidates for Director
Appointment Policy for Candidates for Director
The Company believes that the Board of Directors should be composed of various Directors withdifferent backgrounds such as expertise and experience, and maintain an appropriate number of members
so that the functions of the Board of Directors can be most effectively and efficiently exercised. The
Company has selected as candidates individuals who have excellent personality and insight and who canfulfill their duties.
○Directors who are not Audit and Supervisory Committee Members
The Company believes that it is necessary for Internal Directors to be persons with a sense of balance anddecisiveness who can grasp and act on all operations, and who have diverse expertise (business, planning,finance, global, etc.). Specifically, in addition to the Chairman who chairs the Board of Directors, thePresident who has the ultimate responsibility for the business execution, executive officers responsible forthe management and business of the Company overall, and executive officers in charge of corporate
functions are appointed.
Outside Directors are appointed from independent outside experts who possess high insights on corporate
management and social/economic trends, abundant experience, diverse perspectives and expertise (soundrestraining influence).
○Directors who are Audit and Supervisory Committee Members
Full-time Audit and Supervisory Committee Members are required to grasp the overall business and havea restraining and deterring influence that can point out problems, while the Company appoints Outside
Directors from outside independent experts who have abundant experience and high insight and expertise(sound restraining influence) in their specialized fields, and selects at least one individual who has
sufficient knowledge about finance and accounting.
Appointment Procedures for Candidates for Director○Directors who are not Audit and Supervisory Committee Members
The Board of Directors consults with the Nomination Committee on its plan for candidates for Director,
and based a report from the Nomination Committee, the Board of Directors determines candidates for
Director.
○Directors who are Audit and Supervisory Committee Members
The Board of Directors consults with the Nomination Committee on its plan for candidates for Director,
and based on a report from the Nomination Committee and with the agreement of the Audit andSupervisory Committee Members, the Board of Directors determines candidates for Director.
The criteria for judging independence determined by the Company are described in the “Corporate
Governance Report.”- 12 -

[Translation]

Oveview of Details of the Directors and Officers Liability Insurance Policy
The Company has entered a directors and officers liability insurance policy as prescribed in Article 430-3of the Companies Act with an insurance company, under which all of the Directors, Audit andSupervisory Committee Members, Executive Officers, and managers of the Company and all of its
subsidiaries are the insureds.
An overview of the policy details is as follows:
・The policy covers losses and such costs as related litigation expenses borne by insured persons
resulting from company lawsuits, third-party lawsuits, and shareholder lawsuits, etc.
・As a measure to prevent impairment of the appropriateness of execution of the insureds’ duties, thepolicy has exemptions regarding damages, etc. caused by criminal action by the insureds.
・The entire amount of the premiums of the policy is borne by the Company.

- 13 -