[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 3, 2019
To our shareholders:
Yutaka Tsunekawa
President
TRANCOM CO., LTD.
19-30, 1-chome Aoi, Higashi-ku, Nagoya

NOTICE OF THE 62nd ANNUAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 62nd Annual Meeting of Shareholders of TRANCOM
CO., LTD. (the “Company”) on June 20, 2019, which will be held as described below.

Meeting Details
1. Date and Time:Thursday, June 20, 2019 at 10:00 a.m. (Japan Standard Time)

2. Place:

4F Conference Room, Mazak Art Plaza
19-30, 1-chome Aoi, Higashi-ku, Nagoya

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 62nd Fiscal Year (from April 1, 2018 to March 31,2019)
2. Non-Consolidated Financial Statements for the 62nd Fiscal Year (from April 1,2018 to March 31, 2019)
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 62nd fiscal year, theCompany must take account of the continuation of stable dividend with businessperformance for the 62nd 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:¥48
Total dividends:¥472,696,080
Since the interim dividend in the amount of 44 yen per share has been distributed, the annual dividend forthe current fiscal year would be 92 yen per share (dividend increase of 10 yen).

(3)2.

Effective date of dividends of surplus:

June 21, 2019

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

Four (4) Directors who are not Audit and Supervisory Committee Members’ term of office will
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, increasing the number of Directors by three (3) to enhance the management system.
Audit and Supervisory Committee determines that all candidates for Directors are well qualified.
The candidates for Directors who are not Audit and Supervisory Committee Members are as
follows:No.

Name(Date of birth)

Masahisa Shimizu(Jun. 23, 1950)
Reelection
1
Attendance at theBoard of Directors
meetings
13/13

Career summary, positions and areas of responsibility in the CompanyJul.

1976

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

Jun.

1989

Board Director of the CompanyJun.

1994

Executive Director

Apr. 2000

Executive Vice President

Jun.

President and CEO

2005

Apr. 2016

Chairman (current position)

30,400Reasons for Nomination as Director
Masahisa Shimizu has led the Company by demonstrating excellent
foresight and strong leadership and grown it into a unique logistics firm. On
the basis of his track record, he has been continuing his management
leadership as Chairman. The Company has nominated him as a candidatefor Director, because he can be expected to perform the duties of top
management such as decision-making in management policy and corporate
strategy and oversight of business operations.
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

Yutaka Tsunekawa(Apr. 29, 1961)

Board Director and Executive Officer in charge ofAdministration Group

Apr. 2012

Board Director and Managing Executive Officer incharge of Administration Group

Reelection

Mar. 2015

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

2Attendance at theBoard of Directors
meetings
13/13

Number ofCompany
shares owned

Apr. 2016

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. Appointed President in April
2016, he has led the effort to realize the medium-term business plan
“TRANCOM VISION 2020.” The Company has nominated him as acandidate for Director, because he can be expected to continue performing
his duties as President.

-3-3,200

[Translation]

No.

Name
(Date of birth)

Career summary, positions and areas of responsibility in the Company
Mar. 1995
Jun. 2005
Feb. 2012

Yasuhiro Jinno(Mar. 8, 1971)

Jan.

2014

Jun.

2014

Apr. 2016
Dec. 2016

Reelection
3

Apr. 2017
Attendance at theBoard of Directors
meetings
12/13

Apr. 2018
Oct. 2018

Joined the Company
Executive Officer, General Manager of TransportationGroup
Executive Officer, controlling operation of Logistics
Management Group
Executive Officer in charge of Logistics ManagementGroup
Board Director and Executive Officer in charge ofLogistics Management Group
Board Director and Senior Executive Officer in charge ofLogistics Management Group
Board Director and Senior Executive Officer, assisting
operations control
Board Director and Managing Executive Officer incharge of public relations
Board Director and Managing Executive Officer
Board Director and Senior Managing Executive Officer(current position)

Number ofCompany
shares owned

1,500

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 extensivebusiness experience and track record, he has been leading the initiative toexpand the scope of the business domain further by promoting greatercollaboration among businesses within the Group as Board Director andSenior Managing Executive Officer. The Company has nominated him as a
candidate for Director, because he can be expected to continue promoting
the Company’s business.
Mar. 1997

Joined the Company

Feb. 2012

General Manager of Logistics Information Service Group

Apr. 2014

Executive Officer, General Manager of Logistics
Information Service Group

Jun.

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

2017

Ryo Kambayashi(Apr. 1, 1974)

Apr. 2018

Senior Executive Officer in charge of Logistics
Information Service GroupNew candidate

Apr. 2019

Managing Executive Officer in charge of Logistics
Information Service Group (current position)

4
Attendance at theBoard of Directors
meetings-/-［Important Concurrent Positions］
Representative Director and President of TTS CO., LTD.
Reasons for Nomination as Director
Ryo Kambayashi has engaged in the Logistics Information Service businesssince joining the Company and has lead its growth into one of the corebusinesses of the Company. The Company has nominated him as acandidate for Director, because he can be expected to draw on his extensive
business experience and knowledge in achieving the provision of services
that will further enhance the Group’s competitive advantage, as well as themarket expansion.

-4-1,100

[Translation]No.

Name(Date of birth)

Keisuke Nakazawa(Dec. 12, 1959)
New candidate
5Attendance at theBoard of Directors
meetings-/-

Career summary, positions and areas of responsibility in the Company
Apr. 2017

Joined the Company

Apr. 2018

Executive Officer in charge of Corporate Planning Group

Oct.

Senior Executive Officer in charge of Corporate PlanningGroup and Administration Group

Apr. 2019

Reelection

1999

Block Manager of Block I of Logistics Management
GroupFeb. 2010

Manager of Corporate Planning Group

Apr. 2014

Seconded to Transfreight China Logistics Ltd. as Vice
President

Nov. 2015

General Manager of Overseas Business Group

Nov. 2015

President of Transfreight China Logistics Ltd. (currentposition)

Apr. 2016
Jun. 2016

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 (current position)

Feb. 2019

300

Joined the Company

Feb. 2003

6Attendance at theBoard of Directors
meetings
13/13

Managing Executive Officer in charge of Corporate
Planning Group and Administration Group (currentposition)

Reasons for Nomination as Director
Keisuke Nakazawa has extensive work experience and broad insight gained
outside the Company and has been in charge of the Company’s management
and overseas strategies, as well as of the administrative divisions concerning
general & human resources and the finance & legal administration, madepossible due to his strong decision-making and executive abilities. TheCompany has nominated him as a candidate for Director, because he can be
expected to contribute to the establishment of business foundation enabling
the Group to achieve its sustainable growth, as well as to the improvementof enterprise value over the medium- to long-term.
Jul.

Atsunori Takebe(Jul. 30, 1974)

2018

Number ofCompany
shares owned［Important Concurrent Positions］
President of Transfreight China Logistics Ltd.
Reasons for Nomination as Director
Since joining the Company, Atsunori Takebe has gained extensive
experience in the Logistics Management business, Corporate Planning, andbusiness expansion in overseas. On the basis of his track record, he has beenin head of the overseas business and has recently been promoting theAutomotive Logistics business. The Company has nominated him as a
candidate for Director, because he can be expected to continue utilizing his
broad business experience and knowledge for management.

-5-76,700[Translation]

Name(Date of birth)No.

Kei Sato(Jun. 1, 1965)

7

New candidate
Outside Director
Independent
Attendance at theBoard of Directors
meetings-/-(Notes)

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.

Dec. 2003

Director of Tsu-Matsubishi Co., Ltd.

Feb. 2004

Director of Kinsho Store Co., Ltd.

Jun.

Director of Sakuraya Co., Ltd.

2004May 2007
Aug. 2008

Number ofCompany
shares owned

Representative Director of PARER Co., Ltd.
Director and Co-founder of KAJITAKU CO., LTD.

Reasons for Nomination as Outside Director
Kei Sato has engaged in business management in various fields and has
extensive experience and exceptional insight, with his track records as acorporate manager accumulated over many years. The Company has
nominated him as a candidate for Outside Director, because he can be
expected to contribute to increasing medium- and long-term enterprise value
by utilizing his qualities to make recommendations concerning the overallmanagement and conduct appropriate monitoring of the Company's
management strategy.

1 There is no special interest between any of the candidates and the Company.
2 Kei Sato is a candidate for Outside Director.
3 Matters to be noted in relation to the candidate for Outside Director are as follows:(1) Relationship between the candidate for Outside Director and the Company
There is no special interest between Kei Sato and the Company.
(2) Registration as Independent Director
Kei Sato satisfies the requirements for Independent Director prescribed by the Tokyo
Stock Exchange and Nagoya Stock Exchange, and the Company plans to register him as
Independent Director with the said exchanges.
He meets the “Independence Criteria for Outside Directors” of the Company on page 8.
4 Limited Liability Agreements
Upon the approval of election and appointment of Kei Sato, the Company plans to 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. Thelimited amount of liabilities for damages under the Agreement will be set as the higher ofeither two million yen or the minimum amount calculated based on the provision of Article
425, Paragraph 1.

-6--

[Translation]

Proposal 3:

Election of one (1) Director who is Audit and Supervisory Committee
MemberIn order to reinforce the auditing system, the Company will increase the number of Directors
who are Audit and Supervisory Committee Members by one (1). Therefore, the Company
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 SupervisoryCommittee.
The candidate for Director who is Audit and Supervisory Committee Member is as follows:
Name(Date of birth)

Kazuo Tsuyumoto(Jan. 2, 1960)
New candidate
Outside Director
Independent
Attendance at the Board ofDirectors meetings-/-(Notes)

Career summary, positions and areas of responsibility in the Company
Apr. 1982

Joined SHIMADZU CORPORATION

Oct.

Joined Sony Life Insurance Co., Ltd.

1993

Sep. 1999

Started independently as Human Resource Management
R&D, Social Insurance and Labor Consultant Office

Oct.

Representative Director of Rapport Consulting Co., Ltd.
(current position)

2006

Number ofCompany
shares owned［Important Concurrent Positions］
Representative Director of Rapport Consulting Co., Ltd.
Reasons for Nomination as Outside Director
Kazuo Tsuyumoto has expertise based on his work experience in businesscorporations and on his extensive consulting experience in the fields ofhuman resources and organizational structures. The Company has
nominated him as a candidate for Outside Director who is an Audit andSupervisory Committee Member based on his experience and achievements,because he can be expected to contribute to the appropriate oversight ofmanagement for the sustainable growth of the Company and for theimprovement of enterprise value over the medium- and long-term, as wellas to ensuring the soundness of the management.

1 There is no special interest between the candidate and the Company.
2 Kazuo Tsuyumoto is a candidate for Outside Director.
3 Matters to be noted in relation to the candidate for Outside Director are as follows:(1) Relationship between the candidate for Outside Director and the Company
The Company has no special relationship with Rapport Consulting Co., Ltd., of whichKazuo Tsuyumoto is Representative Director.
(2) Registration as Independent Director
Kazuo Tsuyumoto satisfies the requirements for Independent Director prescribed by theTokyo Stock Exchange and Nagoya Stock Exchange, and the Company plans to register
him as Independent Director with the said exchanges.
He meets the “Independence Criteria for Outside Directors” of the Company on page 8.
4 Limited Liability Agreements
Upon the approval of election and appointment of Kazuo Tsuyumoto, the Company plans toenter 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 limited amount of liabilities for damages under the Agreement will be set as the higher ofeither two million yen or the minimum amount calculated based on the provision of Article
425, Paragraph 1.

-7--

[Translation](Independence Criteria for Outside Directors)<Criteria for judging independence>
The Company judges that a person serving as an Outside Director has independence when none of theconditions listed below apply now or within the previous three (3) years (or the most recent three (3)fiscal years), in addition to satisfying the requirements for an Outside Director prescribed in theCompanies Act and the independence criteria prescribed by the Tokyo Stock Exchange and the Nagoya
Stock Exchange.
1. An executive of the Company or the Company’s Group2. Major business partners or related parties(1) An executive at a company at which an executive of the Company or the Company’s Group
serves as an officer(2) A person or an executive of a company or organization for which the Company or theCompany’s Group are a major business partner (Note 1)(Note 1) A person for which the Company or the Company’s group companies are a major
business partner, and for which total sales to the Company or the Company’s groupcompanies accounted for more than 20% of the said person’s consolidated sales in anyof the most recent three (3) fiscal years.
(3) A major business partner (Note 2) or an executive of a company or organization that is a major
business partner for the Company or the Company’s Group(Note 2) Business partner for which sales to said partner accounted for more than 10% of theCompany’s consolidated sales in any of the most recent three (3) fiscal years.
(4) An executive of a major lender to the Company (lender of an amount in excess of 2% of total
consolidated assets)
3. Professionals(1) A certified public accountant or a partner or employee of an auditing firm (however, excluding
ancillary staff) that serves as the Company’s Financial Auditor(2) An attorney, certified public accountant, tax accountant, or other consultant that belongs to a law
firm, auditing firm, tax accountant firm, consulting firm, or other professional advisory firm
(however, excluding persons cited in (1) and ancillary staff) who has received monies or otherfinancial benefits of ¥10 million or more annually within the previous three (3) years other thanofficers’ compensation from the Company or the Company’s Group
4. Donations
A person or an executive of a company or organization that has received a donation of ¥10 million ormore annually within the previous three (3) years from the Company or the Company’s Group5. Major shareholders(1) A major shareholder of the Company (a shareholder or an executive of a company ororganization who owns voting rights directly or indirectly at 10% or higher)(2) A major shareholder or an executive thereof at the present time or during the directly preceding
three (3) fiscal years
6. Close relatives
A close relative (spouse or relative within the second degree of kinship) or cohabitant of a person forwhich one of the following applies(1) A person for which one of the above 1.–5. applies.
(2) A director, audit & supervisory board member, executive officer, advisor, or important employee(manager level or higher) of the Company or the Company’s GroupThe rational basis for judging independence shall be specifically disclosed if the Board of Directors
deems independence despite not satisfying the above-stated requirements.

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