[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, 2015
To our shareholders:
Masahisa Shimizu
President and CEO
TRANCOM CO., LTD.
19-30, 1-chome Aoi, Higashi-ku, Nagoya
NOTICE OF THE 58th ANNUAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 58th Annual Meeting of Shareholders of TRANCOM CO.,LTD. (the “Company”) on June 18, 2015, which will be held as described below.
Meeting Details
1. Date and Time:Thursday, June 18, 2015 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 &Supervisory Board for the 58th Fiscal Year (from April 1, 2014 to March 31, 2015)
2. Non-Consolidated Financial Statements for the 58th Fiscal Year (from April 1,2014 to March 31, 2015)
Items to be resolved:
Appropriation of surplus
Proposal 1:
Election of seven (7) Directors
Proposal 2:-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 58th term, the Company
must take account of the continuation of stable dividend with business performance for the58th term. 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:¥33
Total dividends:¥320,860,023
Since the interim dividend in the amount of 33 yen has been distributed, the annual dividend for the current
term would be 66 yen per share (dividend increase of 2 yen).

(3)2.

Effective date of dividends of surplus:

June 19, 2015

Appropriation of surplus
Other matters relating to the appropriation of surplus, the Company proposes the followinginternal reserves to strengthen the financial foundation in preparation for the management
condition and development of operations in the future.
(1)

Item to be increased and amount of increase
General reserve:¥2,200,000,000(2)Item to be decreased and amount of decrease
Retained earnings brought forward: ¥2,200,000,000-2-

[Translation]

Proposal 2:
Election of seven (7) Directors
Upon the conclusion of this Annual Meeting of Shareholders, the terms of office of all eight (8)Directors will expire, therefore, it is hereby proposed that seven (7) Directors be elected.
The candidates for Directors are as follows:
No.

123Name(Date of birth)

Hiroshi Takebe(May 8, 1944)

Masahisa Shimizu(Jun. 23, 1950)

Masahiko Kawamura(Oct. 11, 1971)

Career summary, positions and areas of responsibility in the Company,and important concurrent positions
Apr. 1967

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

Sep. 1968

Director

Aug. 1988

President

Jun.

1989

President and CEO of the Company

Jun.

2005

Chairman (current position)

Jul.

1976

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

Jun.

1989

Board Director of the Company

Jun.

1994

Executive Director

Apr. 2000

Executive Vice President

Jun.

2005

President and CEO (current position)

Oct.

1994

Joined the Company

Jun.

2005

Executive Officer, General Manager of Logistics
Management GroupJun.

2011

Board Director and Executive Officer, General Managerof Logistics Management GroupApr. 2012

Board Director and Managing Executive Officer incharge of Logistics Management GroupJan.

Board Director and Managing Executive Officer incharge of Logistics Management Group and Industrial
Support Group (current position)

2014

Number of theCompany’s
shares held

251,500

30,2005,300［Important Concurrent Positions］
President and CEO of SMILE STAFF CO., LTD.

4

Takashi Osawa(Jul. 23, 1972)

Jul.

1997

Joined the Company

Jun.

2005

Executive Officer, General Manager of Logistics
Information Service Group

Jun.

2011

Board Director and Executive Officer, General Managerof Logistics Information Service Group

Apr. 2012

Board Director and Managing Executive Officer incharge of Logistics Information Service Group (currentposition)［Important Concurrent Positions］
President and CEO of TRANCOM ITS CO., LTD.

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[Translation]

Name(Date of birth)

No.

Career summary, positions and areas of responsibility in the Company,
and important concurrent positions
Jan.

5

Yutaka Tsunekawa(Apr. 29, 1961)

Yasuhiro Jinno(Mar. 8, 1971)

62008

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

Jun.

2010

Executive Officer in charge of Administration

Jun.

2011

Board Director and Executive Officer in charge ofAdministration

Apr. 2012

Board Director and Managing Executive Officer incharge of Administration

Apr. 2015

Board Director and Managing Executive Officer incharge of Administration & System (current position)

Mar. 1995

Joined the Company

Jun.

Executive Officer, General Manager of Transportation
GroupFeb. 20127

Executive Officer, controlling operation of Logistics
Management Group

Jan.

2014

Executive Officer in charge of Logistics ManagementGroupJun.

2014

Board Director and Executive Officer in charge ofLogistics Management Group (current position)

Apr. 1962

Kazuhiko Takeuchi(Mar. 1, 1939)

Joined the Company

Aug. 2009

2005

Number of theCompany’s
shares heldJun.

1987

DirectorJun.

1995

Managing DirectorJun.

1999

Senior Managing Director

Jun.

2005

Executive Vice President

IndependentJun.

2006

Standing Adviser

Outside Director

Jun.

2008

Outside Director of the Company (current position)

Dec. 2008

Board Director and Adviser of TOKAN CO., LTD.
(current position)

1.
2.
3.

1,300

Joined TOYODA AUTOMATIC LOOM WORKS, LTD.
(currently TOYOTA INDUSTRIES CORPORATION)［Important Concurrent Positions］
Board Director and Adviser of TOKAN CO., LTD.

Notes:

2,900

None of the candidates have special interests in the Company.
Mr. Kazuhiko Takeuchi is a candidate for Outside Director.
The matters to be noted in relation to the candidates for Outside Director are as follows:(1) Reasons for recommending the candidates for Outside Directors
The Company has selected Mr. Kazuhiko Takeuchi, expecting that he would be able toprovide valuable advice and supervise the management of the Company based onabundant and extensive experience in corporate managements and other fields.
(2) Agreements limiting liability between Outside Director and the Company
The Company entered into an agreement with Mr. Kazuhiko Takeuchi to limit hisliability for compensation for damages pursuant to the provision of Article 423,
paragraph 1 of the Companies Act. The limited amount of liabilities for damages underthe Agreement was set as the higher of either two million yen or the minimum amountcalculated based on the provision in Article 425, paragraph 1. Upon the approval ofreappointment of Mr. Kazuhiko Takeuchi, the Company plans to continue suchagreements limiting liability.
(3) Number of years in office
Mr. Takeuchi has served seven (7) years as the Company’s Outside Director.

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4.

TOKAN Co., Ltd. at which Mr. Kazuhiko Takeuchi concurrently holds the position ofBoard Director and Adviser, conducts transactions with the Company based on an
outsourcing agreement for logistic operations. The scale of this relationship accounts forless than one percent (1%) of the Company’s total sales of this fiscal year. Considering thevolume and the nature of the transactions, the Company judges that the transactions would
not negatively affect the judgment of the Company’s shareholders and investors.
Accordingly, the Company registered Mr. Takeuchi as an Independent Director of theCompany with the Tokyo Stock Exchange and the Nagoya Stock Exchange, pursuant to theprovisions of the exchanges. If Mr. Takeuchi is re-elected, he will continue to serve as theCompany’s Independent Director.

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