[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 2, 2020
To our shareholders:
Yutaka Tsunekawa
President
TRANCOM CO., LTD.
19-30, 1-chome Aoi, Higashi-ku, Nagoya

NOTICE OF THE 63rd ANNUAL MEETING OF SHAREHOLDERS
We are pleased to announce the 63rd Annual Meeting of Shareholders of TRANCOM CO., LTD.
(the “Company”) on June 18, 2020, which will be held as described below.

Meeting Details
1. Date and Time:Thursday, June 18, 2020 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
due to 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 63rd Fiscal Year (from April 1, 2019 to March 31,
2020)
2. Non-Consolidated Financial Statements for the 63rd Fiscal Year (from April 1,
2019 to March 31, 2020)
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 three (3) Directors who are Audit and Supervisory
Proposal 3:
Committee Members-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 63rd fiscal year, theCompany must take account of the continuation of stable dividend with businessperformance for the 63rd 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:¥52
Total dividends:¥513,212,596
Since the interim dividend in the amount of 52 yen per share has been distributed, the annual dividend forthe current fiscal year would be 104 yen per share (dividend increase of 12 yen).

(3)2.

Effective date of dividends of surplus:

June 19, 2020

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 Seven (7) 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.
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
69 years old(Jun. 23, 1950)
1

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

1976

Jun.

1989

Joined Aichi Kogata Unyu Co., Ltd. (currently RANET
CO., LTD.)
Board Director of the Company

Jun.
Apr.
Jun.
Apr.

1994
2000
2005
2016

Executive Director
Senior Executive Director
President
Chairman (current position)

Jun.
Jun.

2

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

30,500Reasons 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 as a
candidate for Director, because he can be expected to perform the duties
such as decision-making in management policy and corporate strategy andoversight of business operations.
Joined the Company
Jan. 2008
Aug. 2009

Yutaka Tsunekawa
59 years old(Apr. 29, 1961)

Number ofCompany
shares owned

2010
2011

Apr. 2012
Mar. 2015
Apr. 2016

Executive Officer, Manager of Corporate Planning Groupand in charge of General & Human Resources Group
Executive Officer in charge of Administration Group
Board Director and Executive Officer in charge of
Administration Group
Board Director and Managing Executive Officer incharge of Administration Group
Board Director and Managing Executive Officer incharge of Administration & System Group
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 led the effort to construct TRANCOM’s unique “transport”
system set forth as the next medium- to long-term vision as President. The
Company has nominated him as a candidate for Director, because he can be
expected to continue performing his duties as President.

-3-

3,300

[Translation]

No.

Name
(Date of birth)

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

2014

Apr. 2016
Yasuhiro Jinno
49 years old(Mar. 8, 1971)
3

Dec. 2016
Apr. 2017
Oct. 2018

Reelection
Apr. 2020
Attendance at theBoard of Directors
meetings
12/12 (100%)

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(current position)
President and Representative Director of TRANCOM
SC., LTD. (current position)

Number ofCompany
shares owned

1,600［Important Concurrent Positions］
President and Representative Director of TRANCOM SC., LTD.
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 been leading the initiative toexpand new business areas using TRANCOM’s strengths and realize thenext medium- to long-term vision by promoting greater collaboration
among businesses within the Group as Board Director and Senior Managing
Executive Officer. The Company has nominated him as a candidate for
Director, because he can be expected to continue promoting the Company’sbusiness.
Joined the Company
Mar. 1997

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

Reelection
Attendance at theBoard of Directors
meetings
10/10 (100%)

Feb. 2012
Apr. 2014

General Manager of Logistics Information Service Group
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
Board Director and Managing Executive Officer incharge of Logistics Information Service Group
Board Director and Managing Executive Officer
responsible for Transport Division (current position)

Jun.

2019

Feb. 2020［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 businesssince joining the Company and has lead its growth into one of the corebusinesses of the Company. The Company has nominated him as a
candidate for Director, because he has utilized this extensive businessexperience and knowledge to manage the newly established Transport
Division to speed up business development for the construction of
TRANCOM’s unique “transport” system from February 2020, and can be
expected to realize the enhancement of business and the expansion of newtransport areas.

-4-

1,100

[Translation]

No.

Name
(Date of birth)

Career summary, positions and areas of responsibility in the Company
Apr. 2017
Apr. 2018
Oct. 2018
Apr. 2019

Keisuke Nakazawa
60 years old(Dec. 12, 1959)
5

Jun.

2019

Oct.

2019

Feb

2020.

Reelection
Attendance at theBoard of Directors
meetings
10/10 (100%)

Joined the Company
Executive Officer in charge of Corporate Planning Group
Senior Executive Officer in charge of Corporate PlanningGroup and Administration GroupManaging Executive Officer in charge of Corporate
Planning Group and Administration Group
Board Director and Managing Executive Officer incharge of Corporate Planning Group and Administration
Group
Board Director and Managing Executive Officer incharge of Corporate Planning Group, Administration
Group and Business Development Group
Board Director and Managing Executive Officer incharge of Corporate Planning Group (current position)

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. The
Company has nominated him as a candidate for Director, because he can be
expected to continue contributing to the establishment of businessfoundation enabling the Group to achieve its sustainable growth, as well as
to the improvement of enterprise value over the medium- to long-term.

-5-

Number ofCompany
shares owned

400

[Translation]

No.

Name
(Date of birth)

Career summary, positions and areas of responsibility in the Company
Jul. 1999
Feb. 2003
Feb. 2010
Apr. 2014

Nov. 2015
Nov. 2015

Apr. 2016
Jun. 2016
Atsunori Takebe
45 years old(Jul. 30, 1974)
6

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

Feb. 2019

Oct. 2019Feb. 2020

Apr. 2020

Joined the Company
Block Manager of Block I of Logistics Management
Group
Manager of Corporate Planning Group
Seconded to Transfreight China Logistics Ltd. as Vice
President (currently TRANCOM CHINA LOGISTICS
LTD.)
General Manager of Overseas Business Group
President of Transfreight China Logistics Ltd. (currently
TRANCOM CHINA LOGISTICS LTD.) (current
position)
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 Executive Officer in charge ofCorporate Account Development, Automotive Logistics
Group and Overseas Business Group
Board Director and Senior Executive Officer in charge ofCorporate Account Development, Automotive Logistics
Group and Overseas Business Group (current position)［Important Concurrent Positions］
President of TRANCOM CHINA LOGISTICS LTD.
Chairman of Sergent Services Pte Ltd
Reasons for Nomination as Director
Since joining the Company, Atsunori Takebe has engaged in the Logistics
Management business, Corporate Planning, business expansion in overseas,
the expansion of new transport areas, etc. through the promotion of theautomotive logistics business and has gained extensive experience. On thebasis of his track record, he has promoted company-wide sales development
as the person who has been in charge of overseas business and theautomotive logistics business in addition to being the person newly incharge of the corporate account development. The Company has nominatedhim as a candidate for Director, because he can be expected to continue
utilizing his broad business experience and knowledge for management.

-6-

Number ofCompany
shares owned

76,800[Translation]

Name(Date of birth)

No.

Career summary, positions and areas of responsibility in the Company
Apr. 1988
Dec. 1990
Nov. 2003

Joined KOKUSAI SHOGYO publishing corp.
Joined THE NIKKAN KOGYO SHIMBUN,LTD.
Managing Director of Phoenix Capital Co., Ltd.

Feb. 2004
May 2007
Aug. 2008

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

Jun.
Jun.

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

2019
2019

Nov. 2019
Kei Sato
55 years old(Jun. 1, 1965)

7

Reelection
Outside Director
Independent
Attendance at theBoard of Directors
meetings
10/10 (100%)

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
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. Utilizing this, he actively
offers comments and advice concerning the overall management, andcontributes to increasing medium- and long-term enterprise value. 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 management
strategy.
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.
Kei Sato has been in an agreement for an advisory contract with theCompany regarding sales activities since February 2016, but thecompensation was less 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 is elected, the Company will continue to appoint him as
Independent Director.

(Notes)1 There is no special interest between any of the candidates and the Company.
2 Kei Sato is a candidate for Outside Director.
3 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 reelection of Kei
Sato as Director who is not an Audit and Supervisory Committee Member, the Company
plans to renew such agreement to limit his liability.
4 The term of office of Kei Sato as Outside Director will be one year since his appointment at
the conclusion of this Annual Meeting of Shareholders.

-7-–[Translation]

Proposal 3:

Election of three (3) Directors who are Audit and Supervisory Committee
Members

Out of the four (4) Directors who are Audit and Supervisory Committee Members, the terms ofoffice of Hisatoshi Nagamine, Kazuo Kawamura and Yasuhisa Hayakawa will expire at theconclusion of this Annual Meeting of Shareholders. Therefore, the Company proposes theelection of three (3) Directors who are Audit and Supervisory Committee Members.
Additionally, the submission of this proposal has been approved by the Audit and Supervisory
Committee.
The candidates for Directors who are Audit and Supervisory Committee Members are as
follows:
No.

1

Name
(Date of birth)

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

1967

Jun.

1994

Hisatoshi Nagamine
72 years old(Mar. 30, 1948)

Oct.

2006

Reelection

Jun.
Jun.
Jun.

2009
2012
2016

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

Joined Aichi Kogata Unyu Co., Ltd. (currently RANET
CO., LTD.)
Board Director and Manager of Business Division of theCompany
Board Director and Executive Officer controlling Sales
and in charge of Public Relations
Board Director and Executive Officer, stationed in Tokyo
Standing Audit & Supervisory Board Member
Director and Full-time Audit and Supervisory Committee
Member (current position)

Reasons for Nomination as Director
Hisatoshi Nagamine has mainly gained experience in the Business Division.
He has also involved in management for many years as Director of theCompany, contributing to the Company’s growth as a member of the
Attendance at the
Audit and Supervisory management team. Furthermore, since becoming a Full-time Audit andSupervisory Committee Member, he has contributed to improving theCommittee
Company’s corporate governance by actively offering comments and advice
15/15 (100%)
regarding management. The Company has nominated him as a candidate for
Director who is an Audit and Supervisory Committee Member, because hecan be expected to continue utilizing his experience to supervise overallmanagement and give effective advice.

-8-

Number ofCompany
shares owned

3,800

[Translation]

No.

Name
(Date of birth)

Career summary, positions and areas of responsibility in the Company
Apr. 1978
Apr. 1983
Jun. 2012

Kazuo Kawamura
67 years old(Feb. 13, 1953)

Jun.

2016

Number ofCompany
shares owned

Registered as a lawyer (Nagoya Bar Association)
President of Kawamura Law Office (current position)
Outside Audit & Supervisory Board Member of theCompany
Outside Director and Audit and Supervisory Committee
Member (current position)［Important Concurrent Positions］
President of Kawamura Law Office

Reasons for Nomination as Outside Director
Kazuo Kawamura has professional knowledge and abundant experience as alawyer and has been helping to improve management governance by
actively offering comments and advice from a legal perspective. The
Company has selected him as a candidate for Outside Director who is an
Attendance at the
Audit and Supervisory Committee Member, because he can be expected to
Board of Directors
continue utilizing his experience to supervise overall management and givemeetings
effective advice. Although he has no experience in corporate management
12/12 (100%)other than as Outside Director or as Outside Audit & Supervisory Board
Member, he can be expected to continue to perform the duties of Outside
Attendance at the
Director who is an Audit and Supervisory Committee Member for the
Audit and Supervisory reasons stated above.
Committee
Matters concerning Independence
15/15 (100%)
The Company has no special relationship with Kawamura Law Office, of
which Kazuo Kawamura is President. The Company has registered
Kawamura as Independent Directors, pursuant to the provisions of theTokyo Stock Exchange and Nagoya Stock Exchange, with the saidexchanges. If Kawamura is elected, the Company will continue to appoint
him as Independent Director.
Reelection
Outside Director
Independent

2

-9-

–

[Translation]

Name(Date of birth)

No.

Career summary, positions and areas of responsibility in the Company
Apr. 1969
Jul. 2004
Jul.

2006

Jul.

2009

Aug. 2011

Yasuhisa Hayakawa
69 years old(Feb. 10, 1951)
Reelection
Outside Director
Independent
3

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

Sep. 2011
Jun.

2012

Jun.

2016

Number ofCompany
shares owned

Joined Nagoya Regional Taxation Bureau
District Director of Tosu Tax Office (Fukuoka Regional
Taxation Bureau)
Chief Internal Inspector dispatched to Nagoya,Commissioner’s Secretariat of National Tax Agency
Deputy Commissioner of Taxation Department No.2,
Nagoya Regional Taxation Bureau
Registered as a certified public tax accountant (Nagoya
Certified Tax Accountants’ Association Gifu Kita
Branch)President of Hayakawa Tax Accountant Office (current
position)
Outside Audit & Supervisory Board Member of theCompany
Outside Director and Audit and Supervisory Committee
Member (current position)［Important Concurrent Positions］
President of Hayakawa Tax Accountant Office

Reasons for Nomination as Outside Director
Yasuhisa Hayakawa has professional knowledge and abundant experience
as a tax accountant and has been helping to improve management
governance by actively offering comments and advice to the management
team from tax and accounting perspectives. The Company has selected him
Attendance at the
Audit and Supervisory as a candidate for Outside Director who is an Audit and Supervisory
Committee Member, because he can be expected to continue utilizing his
Committee
experience to supervise overall management and give effective advice.
15/15 (100%)
Although he has no experience in corporate management other than as
Outside Director or as Outside Audit & Supervisory Board Member, he canbe expected to continue to perform the duties of Outside Director who is an
Audit and Supervisory Committee Member for the reasons stated above.
Matters concerning Independence
The Company has no special relationship with Hayakawa Tax Accountant
Office, of which Yasuhisa Hayakawa is President. The Company hasregistered Hayakawa as Independent Directors, pursuant to the provisions of
the Tokyo Stock Exchange and Nagoya Stock Exchange, with the saidexchanges. If Hayakawa is elected, the Company will continue to appoint
him as Independent Director.

(Notes)1 There is no special interest between the candidates and the Company.
2 Kazuo Kawamura and Yasuhisa Hayakawa are candidates for Outside Director.
3 The Company has entered into an agreement with Kazuo Kawamura and Yasuhisa Hayakawa
to limit their 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 fordamages 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 ofreelection of Kazuo Kawamura and Yasuhisa Hayakawa as Director who is an Audit andSupervisory Committee Member, the Company plans to renew such agreements to limit their
liability.
4 The term of office of Kazuo Kawamura and Yasuhisa Hayakawa as Outside Directors who
are Audit and Supervisory Committee Members will be four years since their appointment at
the close of this Meeting of Shareholders.

- 10 -–

[Translation](Reference)■System of the Board of Directors after the conclusion of the Annual Meeting of Shareholders(Planned)
Name
Masahisa Shimizu
Yutaka Tsunekawa
Yasuhiro Jinno
Ryo Kambayashi
Keisuke Nakazawa
Atsunori Takebe

Kei Sato

Positions and areas of responsibility in the Company

Attribute

ChairmanPresident
Board Director and Senior
Managing Executive Officer
Board Director andManaging Executive Officer
Board Director andManaging Executive Officer
Board Director andSenior Executive Officer

Responsible for Transport Division
In charge of Corporate Planning GroupIn charge of Corporate AccountDevelopment, Automotive Logistics
Group and Overseas Business Group

Outside Director

Outside Director
Independent

Hisatoshi Nagamine Director and Full-time Audit
and Supervisory Committee
MemberKazuo Kawamura
Outside Director and
Audit and Supervisory
Committee Member

Outside Director
Independent

Yasuhisa Hayakawa Outside Director and
Audit and Supervisory
Committee Member
Kazuo Tsuyumoto
Outside Director and
Audit and Supervisory
Committee Member

Outside Director
Independent
Outside Director
Independent■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.

- 11 -

[Translation]

Appointment Procedures for Candidates for Director
Taking above into consideration, The Board of Directors, after careful and thorough deliberation, appoints
candidates for Directors who are not Audit and Supervisory Committee Members after hearing theopinions of the Audit and Supervisory Committee in advance, and candidates for Directors who are Audit
and Supervisory Committee Members after obtaining the consent of the Audit and Supervisory
Committee.
The criteria for judging independence determined by the Company are described in the “Corporate
Governance Report.”- 12 -