[NOTICE: This Notice of Convocation is a translation of a part of the Japanese language original for
convenience purposes only, and in the event of any discrepancy, the Japanese language original shallprevail.](Securities Code: 3636)
December 1, 2023
Start date of measures for electronic provision: November 27, 2023
To Our Shareholders
Mitsubishi Research Institute, Inc.
10-3, Nagatacho 2-Chome, Chiyoda-Ku, Tokyo
Kenji Yabuta
President and Representative Director
NOTICE OF CONVOCATION
OF THE 54TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We are pleased to announce the 54th Annual General Meeting of Shareholders (the “Meeting”) of
Mitsubishi Research Institute, Inc. (the “Company”), which will be held as described below.
If you are unable to attend in person, please review the attached Reference Materials for the
General Meeting of Shareholders and exercise your voting rights by 5:15 p.m. on Monday, December 18,
2023, in accordance with the Procedures for the Exercise of Voting Rights via the Internet on page 3.
When convening this Meeting, the Company takes measures for providing information that constitutes
the content of Reference Materials for the General Meeting of Shareholders, etc. (items for which the measuresfor providing information in electronic format will be taken; hereinafter also referred to as “items subject tomeasures for electronic provision”) in electronic format, and makes this information available on the following
websites. Please access one of the websites to review the information.
The Company’s website
https://ir.mri.co.jp/ja/stock/meeting.html (in Japanese only)
Tokyo Stock Exchange website
https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese only)(Access the website by using the internet address shown above, enter “Mitsubishi Research Institute” in “Issue name (company
name)” or the Company’s securities code “3636” in “Code,” and click “Search.” Then, click “Basic information” and select“Documents for public inspection/PR information.” Under “Filed information available for public inspection,” click “Click here
for access” under “[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting].”)Website for informational materials for the general meeting of shareholders
https://d.sokai.jp/3636/teiji/ (in Japanese only)-1-PARTICULARS
1. Date and Time of the Meeting: Tuesday, December 19, 2023 at 10:00 a.m.
2. Place of the Meeting:
3. Meeting Agenda:
Matters for Reporting:

Matters for Resolution:
First Item of Business:
Second Item of Business:
Third Item of Business:
Fourth Item of Business:
Fifth Item of Business:

4th floor Conference Room at the Head Office of the Company
10-3, Nagatacho 2-Chome, Chiyoda-Ku, Tokyo
The Business Report for the fiscal year ended September 30, 2023 (fromOctober 1, 2022 to September 30, 2023), Consolidated and Non-Consolidated
Financial Statements, and the Results of the Audit of the Consolidated
Financial Statements by the Accounting Auditor and the Audit & Supervisory
Board

Appropriation of Surplus
Amendment to the Articles of Association
Election of Nine (9) Directors
Election of Two (2) Audit & Supervisory Board Members
Partial Amendment to Amount and Contents of Compensation, etc.
Following Continuation of Performance-based Stock Remuneration
System for Directors, etc.

4. Exercise of Voting Rights(1) If you exercise voting rights by proxy, please present a document evidencing authority of the proxy
together with the Voting Rights Exercise Form to the receptionist at the Meeting. Please note thatthe proxy must be one shareholder with voting rights as stipulated in the Articles of Association of
the Company.
(2) Regarding the exercise of voting rights by mail, if there is no indication of your approval ordisapproval of each item of business, we will deem that you have approved each item.
(3) Please note that if your voting rights were exercised both by mail and via the Internet, the Internet
vote shall take precedence.
(4) In instances where a shareholder exercises their voting rights more than once via the Internet, thevery last vote cast shall take precedence. In instances where a shareholder exercises voting rights
using both a personal computer and a smartphone, the very last vote cast shall take precedence.
[Request to Shareholders]Shareholders attending the Meeting in person are requested to present the enclosed Voting Rights
Exercise Form to the receptionist at the Meeting.
[Announcements]
Other items subject to measures for electronic provision (items excluded from paper-based documents
delivered upon request)(1) For this Meeting, paper-based documents stating items subject to measures for electronic provision
will be delivered to all shareholders regardless of whether they have made a request for delivery ofsuch documents. However, among the items subject to measures for electronic provision, theSystem to Ensure Appropriate Conduct of Operations and its Operation Status of the Business
Report, Consolidated Statements of Changes in Net Assets and Notes to Consolidated Financial
Statements as well as Non-Consolidated Statements of Changes in Net Assets and Notes to NonConsolidated Financial Statements are not included in the paper-based documents, in accordancewith laws, regulations and Article 16, paragraph 2 of the Company’s Articles of Association, andare posted on the above-mentioned websites.
The Business Report, Consolidated and Non-Consolidated Financial Statements attached to thisNotice constitute part of the documents audited by the Audit & Supervisory Board Members andAccounting Auditor in preparing their respective Audit Reports.
(2) If any modification is required for items subject to measures for electronic provision, the revised
content will be posted on the above-mentioned websites.

-2-

Procedures for the Exercise of Voting Rights via the Internet
Login by Scanning the QR CodeYou can log in to the voting right exercise website without entering a Login ID and temporary password printed
on the stub attached to the Voting Rights Exercise Form.
1. Scan the QR Code on the stub attached to the Voting Rights Exercise Form (right side).
* QR Code is a registered trademark of DENSO WAVE INCORPORATED.

2. Follow the instructions on the screen to indicate your approval or disapproval.

Login by Entering the Login ID and Temporary Password
The voting right exercise website: https://evote.tr.mufg.jp/ (in Japanese only)
1. Access the voting right exercise website.
2. Enter the Login ID and temporary password printed on the Voting Rights Exercise Form and click “Login.”
3. Register a new password
Please be careful not to forget your new password.
4. Follow the instructions on the screen to indicate your approval or disapproval.

1) The website will be unavailable from 2:30 a.m. to 4:30 a.m. everyday. The website may not be available depending on yourInternet environment.
2) Please note that costs for accessing the voting right exercise website shall be borne by shareholders.

Exercise of voting rights is accepted until 5:15 p.m. Monday, December 18, 2023, but please exercise yourvoting rights as soon as possible.
Inquiries on the Voting Right Exercise Systems
Mitsubishi UFJ Trust and Banking Corporation, Transfer Agent Department (Help Desk)
TEL: Toll-free number (Japan only): 0120-173-027 (Office hours: From 9:00 a.m. to 9:00 p.m.)-3-

REFERENCE MATERIALS FOR
THE GENERAL MEETING OF SHAREHOLDERS
Items of Business and Reference MattersFirst Item of Business:
Appropriation of Surplus
Matters concerning the year-end dividends:
The Company aims to contribute to the advancement of customers and society and promote creation ofvalue, through which to realize its sustainable growth and enhance its corporate value. In returning its
profits to shareholders, the Company determines its details based on maintaining stable dividend payments
while comprehensively taking into account the balance among business results, future capital needs andfinancial soundness. The Company has set a guideline of 40% for the consolidated dividend payout ratio.
Based on the above policy, the Company plans to pay a year-end dividend of ¥75 per share for the fiscal
year ended September 30, 2023.
Consequently, the annual dividend for the fiscal year will be ¥150 per share, including an interim dividendof ¥75 per share.
(1) Kind of dividend property
Cash(2) Matters concerning allocation and the total amount of dividend property for shareholders
Ordinary shares of the Company: ¥75 per share¥1,203,269,775 in total(3) Date on which dividends from surplus shall be effective
December 20, 2023

-4-

Second Item of Business:

Amendment to the Articles of Association

1. Reasons for the proposal
With the objective of further strengthening the management structure and enhancing corporate governance,
the Company proposes to amend Article 20 (Election of Directors) of the current Articles of Association
to raise the total number of directors by one (1), from a maximum of eight (8) persons to nine (9) persons.
2. Details of amendments
The details of the amendments are as follows.
Current Articles of Association
Article 20 (Election of Directors)
The total number of directors of the Company shallbe not more than eight, and such directors shall beelected by means of a resolution adopted at thegeneral meeting of shareholders.

(Amended parts are underlined.)
Proposed Amendments
Article 20 (Election of Directors)
The total number of directors of the Company shallbe not more than nine, and such directors shall beelected by means of a resolution adopted at thegeneral meeting of shareholders.

-5-Third Item of Business:

Election of Nine (9) Directors

The terms of office of all eight (8) Directors will expire at the close of this Meeting.
In that regard, on the condition that the second item of business, “Amendment to the Articles of Association,”
is approved as originally proposed, the Company proposes to increase the number of Directors by one (1) withthe objective of further strengthening the management structure and enhancing corporate governance, andtherefore, you are hereby requested to newly elect nine (9) Directors.
The candidates are as follows.

No.

Name

Positions and Responsibilities at the Company

Years in
Office as
Director

1

Takashi Morisaki(68 years old)

Chairman of the Board

7 years

Reelected

2

Kenji Yabuta(63 years old)

President and Representative Director
Officer in Charge of Internal Audit Office
Officer in Charge of VCP

2 years

Reelected

3

Yasuteru Hirai(62 years old)

Executive Vice President and Executive Officer
General Manager, Corporate Administration Unit

―

Newly
elected

4

Yoshihiko Ito(58 years old)Managing Executive Officer
General Manager, Digital Innovation Unit

―

Newly
elected

5

Mariko Bando(77 years old)

Outside Director

4 years

OutsideIndependent
Reelected

6

Ken Kobayashi(74 years old)

Outside Director

2 years

OutsideIndependent
Reelected

7

Nobuyuki Hirano(72 years old)

Outside Director

2 years

OutsideIndependent
Reelected

8

Seiji Izumisawa(66 years old)

Outside Director

1 yearOutsideIndependent
Reelected―

OutsideIndependent
Newly
elected

9

Satoko Shisai(60 years old)

―

-6-

No.

1

Name

Career Summary, Positions and Responsibilities at the Company
and Important Concurrent Positions

Number of theCompany’s
Shares Owned[Career Summary]Joined The Mitsubishi Bank, Limited
April 1978
Managing Officer of Mitsubishi UFJ Financial Group, Inc.
April 2008
Managing Executive Officer of The Bank of Tokyo-Mitsubishi
UFJ, Ltd.
Managing Executive Officer and Chief Executive Officer,
May 2010
Headquarters for Asia of The Bank of Tokyo-Mitsubishi UFJ,Ltd.
Senior Managing Executive Officer and Chief Executive,
May 2012
Global Markets Unit of The Bank of Tokyo-Mitsubishi UFJ,Ltd.
Senior Managing Director and Chief Executive, Global Markets
Takashi Morisaki
June 2012
Unit of The Bank of Tokyo-Mitsubishi UFJ, Ltd.
July 2012Managing Officer and Group Head, Integrated Global Markets[Date of Birth]
Business Group of Mitsubishi UFJ Financial Group, Inc.
January 1, 1955
15,700
May 2014
Deputy President of The Bank of Tokyo-Mitsubishi UFJ, Ltd.
(68 years old)
Corporate Advisor of The Bank of Tokyo-Mitsubishi UFJ, Ltd.
[Years in Office as June 2016
September 2016 Senior Counselor of the Company
Director]
Executive Vice President and Executive Officer of the
7 years at the close October 2016
Companyof the Meeting
December 2016 President and Representative Director of the Company[Attendance at theBoard of Directors December 2021 Chairman of the Board of the Company (incumbent)[Positions and Responsibilities at the Company]
Meetings]
Chairman of the Board
100% (10/10)[Important Concurrent Positions]
Director (Outside) (Audit & Supervisory Committee Member) of NORITAKE
Reelected
CO., LIMITED
Outside Director of Japan Business Systems, Inc.
Outside Director of INES Corporation[The Reasons for Nomination as Director]
Mr. Takashi Morisaki is once again recommended as a candidate for Director in view of the appropriate performance of his
current duties as Chairman of the Board of the Company toward the Company’s sustainable growth and enhancement of its
corporate value in the medium- to long-term, based on his abundant business experience at the Company.

-7-

No.

2

Name

Career Summary, Positions and Responsibilities at the Company
and Important Concurrent Positions[Career Summary]
April 1983
Joined The Mitsubishi Bank, Limited
April 2007
General Manager, Public Relations Division of The Bank ofTokyo-Mitsubishi UFJ, Ltd.
Executive Officer and General Manager, Public Relations
June 2009
Division of The Bank of Tokyo-Mitsubishi UFJ, Ltd.
Executive Officer and General Manager, Kyoto Branch of The
May 2010
Bank of Tokyo-Mitsubishi UFJ, Ltd.
Executive Officer and General Manager, Corporate Business
May 2012
Planning Division of The Bank of Tokyo-Mitsubishi UFJ, Ltd.
Managing Executive Officer and Group Head, Nagoya
May 2013
Kenji Yabuta
Corporate Banking Group of The Bank of Tokyo-Mitsubishi
UFJ, Ltd.
Managing Executive Officer and Group Head, Corporate[Date of Birth]
May 2016
Banking Group No.1 of The Bank of Tokyo-Mitsubishi UFJ,
April 27, 1960Ltd.
(63 years old)
Senior Managing Executive Officer and Group Head, Corporate[Years in Office as June 2017
Banking Group No.1 of The Bank of Tokyo-Mitsubishi UFJ,
Director]Ltd.
2 years at the close of
June
2018
Member of the Board of Directors, Deputy President, Officer inthe Meeting
Chargeof Supervising Overall Business, and Chief Executive,[Attendance at the
Corporate Banking Business Unit of MUFG Bank, Ltd.
Board of Directors
Member of the Board of Directors, Deputy President, andJuly 2019
Meetings]
Officer in Charge of Supervising Overall Business
100% (10/10)(Concurrently)
Chief Executive, Corporate Banking Unit
Reelected(Concurrently)
Group Head, Research & Advisory Group of MUFG Bank,
Ltd.
June 2021
Corporate Advisor of MUFG Bank, Ltd.
September 2021 Senior Counselor of the Company
October 2021
Executive Vice President and Executive Officer of the Company
December 2021 President and Representative Director of the Company(incumbent)[Positions and Responsibilities at the Company]
President and Representative Director
Officer in Charge of Internal Audit Office
Officer in Charge of VCP[Important Concurrent Positions]
Chairman of the Board of Mitsubishi Research Institute DCS Co., Ltd.

Number of theCompany’s
Shares Owned

5,100[The Reasons for Nomination as Director]
Mr. Kenji Yabuta is once again recommended as a candidate for Director in view of the appropriate performance of his
current duties as President and Representative Director of the Company toward the Company’s sustainable growth andenhancement of its corporate value in the medium- to long-term, based on his abundant business experience at theCompany.

-8-

No.

3

Name

Career Summary, Positions and Responsibilities at the Company
and Important Concurrent Positions

Number of theCompany’s
Shares Owned[Career Summary]Joined Mitsubishi Corporation
April 1984
Senior Vice President, Deputy Regional CEO, East Asia ofApril 2014
Mitsubishi Corporation
President of Mitsubishi Corporation (Shanghai) Ltd.
General Manager of Shanghai Office
April 2017
Senior Vice President, Regional CEO, East Asia of Mitsubishi
Corporation
President of Mitsubishi Corporation China Co., Ltd.
General Manager of Beijing Branch
October 2018
Senior Vice President, Regional CEO, East Asia of Mitsubishi
Yasuteru Hirai
Corporation
President of Mitsubishi Corporation China Co., Ltd.
[Date of Birth]
General Manager of Beijing Branch
September 28, 1961
President of Mitsubishi Corporation (Guangzhou) Ltd.
(62 years old)
April 2019
Senior Vice President of Mitsubishi Corporation
President of Mitsubishi Corporation China Co., Ltd.
General Manager of Beijing Branch
Newly elected
April 2020
Executive Vice President of Mitsubishi Corporation
200
President of Mitsubishi Corporation China Co., Ltd.
General Manager of Beijing Branch
April 2021
Executive Vice President, Corporate Functional Officer, Global
Strategy, Chief Compliance Officer, and Officer for
Emergency Crisis Management Headquarters of Mitsubishi
Corporation
June 2021
Member of the Board, Executive Vice President, Corporate
Functional Officer, Global Strategy, Chief Compliance Officer,
and Officer for Emergency Crisis Management Headquarters of
Mitsubishi Corporation
April 2023
Member of the Board of Mitsubishi Corporation
June 2023
Corporate Advisor of Mitsubishi Corporation
September 2023 Senior Counselor of the Company
October 2023
Executive Vice President and Executive Officer, General
Manager, Corporate Administration Unit of the Company(incumbent)[Positions and Responsibilities at the Company]
Executive Vice President and Executive Officer
General Manager, Corporate Administration Unit
[The Reasons for Nomination as Director]
Mr. Yasuteru Hirai is newly recommended as a candidate for Director as he is expected to appropriately perform his duties
as a Director of the Company in order to work toward the Company’s sustainable growth and enhancement of the corporate
value in the medium- to long-term by participating in the decision making of the Company, based on his years of broad
experience as an executive of a global company.

-9-

No.

4

Name

Career Summary, Positions and Responsibilities at the Company
and Important Concurrent Positions

Number of theCompany’s
Shares Owned[Career Summary]
April 1992
Joined the Company
October 2013
General Manager, Social ICT Solutions Division of theCompany
April 2016
General Manager, Social ICT Business Division of the Company
April 2018
General Manager, Social ICT Innovation Division of theCompany
December 2018 Executive Officer and General Manager, Social ICT Innovation
Division of the Company
April 2019
Executive Officer and Deputy General Manager, Consulting Unit
2,700
of the Company
Yoshihiko Ito
October 2020
Executive Officer and General Manager, Digital Transformation
Unit of the Company[Date of Birth]
December 2022 Managing Executive Officer and General Manager, Digital
July 9, 1965
Transformation Unit of the Company(58 years old)
October 2023
Managing Executive Officer and General Manager, Digital
Innovation Unit of the Company (incumbent)
Newly elected[Positions and Responsibilities at the Company]
Managing Executive Officer
General Manager, Digital Innovation Unit
[The Reasons for Nomination as Director]
Mr. Yoshihiko Ito is newly recommended as a candidate for Director as he is expected to appropriately perform his
duties as a Director of the Company in order to work toward the Company’s sustainable growth and enhancement of thecorporate value in the medium- to long-term by participating in the decision making of the Company, based on his
abundant business experience at the Business Unit of the Company in the fields of ICT and DX.

- 10 -No.

Name

Mariko Bando

5[Date of Birth]
August 17, 1946
(77 years old)
[Years in Office as
Director]
4 years at the closeof the Meeting[Attendance at theBoard of Directors
Meetings]
100% (10/10)

Career Summary, Positions and Responsibilities at the Company
and Important Concurrent Positions[Career Summary]July 1969
Entered the Prime Minister’s Office
October 1985
Counsellor of Cabinet Secretariat
July 1989
Director of Consumer Statistics Division, Statistics Bureau,
Management and Coordination Agency
July 1994
Director of Gender Equality Bureau, Cabinet Secretariat
April 1995
Vice-Governor of Saitama Prefecture
June 1998
Consul General of Japan in Brisbane, Australia
January 2001
Director General of Gender Equality Bureau, Cabinet Office
October 2003
Director of Showa Women’s University
April 2007
President of Showa Women’s University
April 2014
Chancellor (Rijicho) of Showa Women’s University
July 2016
Chancellor (Socho) of Showa Women’s University (incumbent)
December 2019 Director of the Company (incumbent)[Positions and Responsibilities at the Company]
Outside Director[Important Concurrent Positions]
Chancellor (Socho) of Showa Women’s University
Outside Director of MS&AD Insurance Group Holdings, Inc.
External Director of Itoki Corporation

Number of theCompany’s
Shares Owned

2,100

Reelected
OutsideIndependent[The Reasons for Nomination as Outside Director and Outline of Expected Roles]
Ms. Mariko Bando is once again recommended as a candidate for Outside Director in the expectation that she willcontinue to contribute to the Company’s sustainable growth and to the enhancement of corporate value in the medium- tolong-term and in view of the appropriate performance of her current duties as an Outside Director of the Company,
including supervision of its business execution, based on her years of diverse experience gained through administrative
activities and broad knowledge as someone involved in education. Although she has not previously been involved incorporate management through any means other than becoming an Outside Director or Outside Audit & Supervisory
Board Member, based on the above reasons, the Company has judged that she is capable of appropriately performing her
duties as an Outside Director.

- 11 -

No.

6

Name

Career Summary, Positions and Responsibilities at the Company
and Important Concurrent Positions

Ken Kobayashi[Career Summary]July 1971
Joined Mitsubishi Corporation
June 2007
Member of the Board, Executive Vice President, and Group
CEO, Industrial Finance, Logistics & Development Group of
Mitsubishi Corporation
June 2008
Executive Vice President and Group CEO, Industrial Finance,
Logistics & Development Group of Mitsubishi Corporation
April 2010
Senior Executive Vice President and Executive Assistant to
President of Mitsubishi Corporation
June 2010
Member of the Board, President & CEO of Mitsubishi
Corporation
April 2016
Chairman of the Board of Mitsubishi Corporation
December 2021 Director of the Company (incumbent)
April 2022
Member of the Board, Corporate Advisor of Mitsubishi
Corporation
June 2022
Corporate Advisor of Mitsubishi Corporation (incumbent)[Positions and Responsibilities at the Company]
Outside Director[Important Concurrent Positions]
Corporate Advisor of Mitsubishi Corporation
Outside Director of NISSIN FOODS HOLDINGS CO., LTD.
Outside Director of Mitsubishi Heavy Industries, Ltd.

[Date of Birth]
February 14, 1949
(74 years old)
[Years in Office as
Director]
2 years at the closeof the Meeting[Attendance at theBoard of Directors
Meetings]
100% (10/10)

Number of theCompany’s
Shares Owned

1,000

Reelected
OutsideIndependent[The Reasons for Nomination as Outside Director and Outline of Expected Roles]
Mr. Ken Kobayashi is once again recommended as a candidate for Outside Director in the expectation that he willcontinue to contribute to the Company’s sustainable growth and to the enhancement of corporate value in the medium- tolong-term and in view of the appropriate performance of his current duties as an Outside Director of the Company,
including supervision of its business execution, based on his years of broad experience as an executive of a global
company.

- 12 -

No.

Name

Nobuyuki Hirano

7[Date of Birth]
October 23, 1951
(72 years old)
[Years in Office as
Director]
2 years at the closeof the Meeting[Attendance at theBoard of Directors
Meetings]
100% (10/10)

Career Summary, Positions and Responsibilities at the Company
and Important Concurrent Positions

Number of theCompany’s
Shares Owned[Career Summary]
April 1974
Joined The Mitsubishi Bank, Limited
April 2012
President of The Bank of Tokyo-Mitsubishi UFJ, Ltd.
April 2013
President & CEO of Mitsubishi UFJ Financial Group, Inc.
April 2016
Chairman of The Bank of Tokyo-Mitsubishi UFJ, Ltd.
April 2019
Member of the Board of Directors, Chairman (Corporate
Executive), of Mitsubishi UFJ Financial Group, Inc.
April 2021
Senior Corporate Advisor of MUFG Bank, Ltd. (incumbent)
December 2021 Director of the Company (incumbent)[Positions and Responsibilities at the Company]
Outside Director[Important Concurrent Positions]
Senior Corporate Advisor of MUFG Bank, Ltd.
Outside Director of Mitsubishi Heavy Industries, Ltd.
900

Reelected
OutsideIndependent[The Reasons for Nomination as Outside Director and Outline of Expected Roles]
Mr. Nobuyuki Hirano is once again recommended as a candidate for Outside Director in the expectation that he willcontinue to contribute to the Company’s sustainable growth and to the enhancement of corporate value in the medium- tolong-term and in view of the appropriate performance of his current duties as an Outside Director of the Company,
including supervision of its business execution, based on his years of broad experience as an executive of financial
institutions.

- 13 -

No.

8

Name

Career Summary, Positions and Responsibilities at the Company
and Important Concurrent Positions[Career Summary]
April 1981
Joined Mitsubishi Heavy Industries, Ltd.
April 2013
Senior Executive Officer of Mitsubishi Motors Corporation
June 2013
Director of Mitsubishi Motors Corporation
April 2016
Senior Vice President, Senior General Manager of Technology
Strategy Office of Mitsubishi Heavy Industries, Ltd.
June 2017
Director (Member of the Board), Full-time Audit andSupervisory Committee Member of Mitsubishi Heavy
Industries, Ltd.
June 2018
Director (Member of the Board), Executive Vice President, CSO
of Mitsubishi Heavy Industries, Ltd.
Seiji Izumisawa
April 2019
President and CEO (Member of the Board) and CSO of
Mitsubishi Heavy Industries, Ltd.
[Date of Birth]
April 2020
President and CEO (Member of the Board) of Mitsubishi Heavy
September 3, 1957
Industries, Ltd. (incumbent)(66 years old)
December 2022 Director of the Company (incumbent)[Years in Office as[Positions and Responsibilities at the Company]
Director]
Outside Director
1 year at the close of[Important Concurrent Positions]
the Meeting
President and CEO (Member of the Board) of Mitsubishi Heavy Industries, Ltd.
[Attendance at theBoard of Directors
Meetings]
100% (8/8)

Number of theCompany’s
Shares Owned

100

Reelected
OutsideIndependent[The Reasons for Nomination as Outside Director and Outline of Expected Roles]
Mr. Seiji Izumisawa is once again recommended as a candidate for Outside Director in the expectation that he willcontinue to contribute to the Company’s sustainable growth and to the enhancement of corporate value in the medium- tolong-term and in view of the appropriate performance of his current duties as an Outside Director of the Company,
including supervision of its business execution, based on his years of broad experience as an executive in the
manufacturing business.

- 14 -No.

Name

Satoko Shisai
9[Date of Birth]
November 11, 1963
(60 years old)

Career Summary, Positions and Responsibilities at the Company
and Important Concurrent Positions[Career Summary]
April 1986
Joined IBM Japan Ltd
April 2009
Vice President, Government Cluster of IBM Japan Ltd
October 2015
Vice President, Security of IBM Japan Ltd
January 2018
Vice President, Government Office System, Enterprise Businessof IBM Japan Ltd
May 2019
Vice President and Head, IT Supervisory Div. of Chugai
Pharmaceutical Co., Ltd.
October 2019
Vice President and Head, Digital & IT Supervisory Div. of
Chugai Pharmaceutical Co., Ltd.
April 2022
Executive Vice President and Head, Digital Transformation Unitof Chugai Pharmaceutical Co., Ltd. (incumbent)[Important Concurrent Positions]Executive Vice President and Head, Digital Transformation Unit of Chugai
Pharmaceutical Co., Ltd.
Independent Director of Panasonic Connect Co., Ltd.

Number of theCompany’s
Shares Owned

0

Newly elected
OutsideIndependent[The Reasons for Nomination as Outside Director and Outline of Expected Roles]
Ms. Satoko Shisai is newly recommended as a candidate for Outside Director as she is expected to appropriately perform
her duties as an Outside Director of the Company, including supervision of its business execution, based on her years ofbroad experience in the field of IT.

(Notes)1. The Company engages in outsourcing and other transactions with Mitsubishi Heavy Industries, Ltd. where
Mr. Seiji Izumisawa serves as President and CEO (Member of the Board). There are no special interests
between any other candidates for Director and the Company.
2. The five (5) candidates for Director, Ms. Mariko Bando, Mr. Ken Kobayashi, Mr. Nobuyuki Hirano, Mr.
Seiji Izumisawa and Ms. Satoko Shisai are candidates for Outside Director. The Company has designatedMs. Mariko Bando, Mr. Ken Kobayashi, Mr. Nobuyuki Hirano and Mr. Seiji Izumisawa as Independent
Directors provided for by Tokyo Stock Exchange, Inc. and has notified the Exchange to that effect. The
Company intends to newly designate Ms. Satoko Shisai as an Independent Director and notify the Exchange
to that effect.
3. The Company has entered into liability limitation agreements with Ms. Mariko Bando, Mr. Ken Kobayashi,
Mr. Nobuyuki Hirano and Mr. Seiji Izumisawa, whereby, in accordance with the provisions of Article 427,
paragraph (1) of the Companies Act, their liability for damages stipulated in Article 423, paragraph (1) of
the said Act is limited to the amount as prescribed by the relevant laws and regulations, insofar as they
execute their duties bona fide without gross negligence. If they are elected, such agreements shall be
continued. Moreover, if Ms. Satoko Shisai is elected, the Company intends to enter into an agreement to thesame effect with her.
4. The Company has entered into a directors and officers liability insurance policy with an insurance company,as provided for in Article 430-3, paragraph (1) of the Companies Act. An overview of this policy can befound in for the Business Report (in Japanese only). If each of the candidates for Director is elected, they
will be included in the policy as an insured. Furthermore, the Company plans to renew the policy with thesame terms during the terms of office of each of the candidates for Director.
5. At Mitsubishi Motors Corporation, where Mr. Ken Kobayashi served as an outside director, it emerged in
May 2018 that certain technical intern trainees from overseas at Mitsubishi Motors Corporation’s Okazaki
Plant were not being trained in accordance with a technical intern training plan for which approval had been
received from the Organization for Technical Intern Training. In January 2019, approval for Mitsubishi
Motors Corporation’s technical intern training plan was canceled in accordance with the Act on Proper- 15 -

Technical Intern Training and Protection of Technical Intern Trainees, and the company received an
improvement order. Mr. Kobayashi was unaware of the fact, but had routinely emphasized at meetings ofthe Board of Directors and at other times the importance of adhering to laws and regulations. Moreover, after
the fact came to light he discharged his responsibilities by giving instructions for a thorough investigation
into the fact, and for the implementation of measures to prevent a recurrence.
6. In February 2019, MUFG Bank, Ltd., at which Mr. Nobuyuki Hirano served as a Member of the Board of
Directors, entered into an agreement with the U.S. Office of the Comptroller of the Currency (OCC) to take
improvement measures after receiving indication from the OCC that there were deficiencies in relation to
the state of its internal control, etc. concerning anti-money laundering measures based on the Bank Secrecy
Act. In addition, the aforementioned agreement did not pertain to any identification of the bank’s
involvement in individual transactions that violated laws, including violations of U.S. economic sanctions
and controls, and no instances arose that required payment of civil penalties or other fines.

- 16 -

Fourth Item of Business:

Election of Two (2) Audit & Supervisory Board Members

The terms of office of Audit & Supervisory Board Members Messrs. Kenji Matsuo and Kunio Ishihara will
expire at the close of this Meeting.
Therefore, you are hereby requested to newly elect two (2) Audit & Supervisory Board Members.
The Audit & Supervisory Board has given its consent for this proposal.
The candidates are as follows.
No.

1

Name

Career Summary, Positions and Responsibilities at the Company
and Important Concurrent Positions[Career Summary]
April 1973
Joined Meiji Life Insurance Company
December 2005 Director, President, Representative Executive Officer of Meiji
Yasuda Life Insurance Company
July 2006
Director, President and Representative Executive Officer of
Meiji Yasuda Life Insurance Company
July 2013
Representative Executive Officer of Meiji Yasuda Life
Insurance Company
July 2013
Senior Adviser of Meiji Yasuda Life Insurance Company
December 2015 Audit & Supervisory Board Member of the Company(incumbent)
Kenji Matsuo
April 2022
Honorary Adviser of Meiji Yasuda Life Insurance Company(incumbent)[Date of Birth][Positions and Responsibilities at the Company]
June 22, 1949
Outside Audit & Supervisory Board Member(74 years old)
[Important Concurrent Positions][Years in Office as
Honorary Adviser of Meiji Yasuda Life Insurance Company
Audit & Supervisory
Outside director (Audit & Supervisory Committee Member) of Daido Steel Co.,
Board Member]Ltd.
8 years at the closeof the Meeting[Attendance at theBoard of Directors
Meetings]
90% (9/10)[Attendance at the
Audit & Supervisory
Board Meetings]
90% (10/11)

Number of theCompany’s
Shares Owned

2,500

Reelected
OutsideIndependent[The Reasons for Nomination as Outside Audit & Supervisory Board Member]
Mr. Kenji Matsuo is once again recommended as a candidate for Outside Audit & Supervisory Board Member in view of
the appropriate performance of his duties as an Outside Audit & Supervisory Board Member of the Company, including
auditing its business execution, based on his years of abundant experience and expertise as an executive of a life
insurance company.

- 17 -

No.

Name

Naomi Koshi
2[Date of Birth]
July 5, 1975
(48 years old)

Newly elected
OutsideIndependent

Career Summary and Positions at the Company[Career Summary]
October 2002
Registered as an attorney at law
October 2002
Attorney at law of Nishimura & Partners (current Nishimura &Asahi)
June 2009
Graduated from Harvard Law School
October 2009
Worked at Debevoise & Plimpton LLP
January 2010
Admitted to the New York State Bar
September 2010 Visiting Fellow, the Center on Japanese Economy and Businessof Columbia Business School
January 2012
Mayor of Otsu City
September 2020 Partner Lawyer of Miura & Partners (incumbent)
January 2021
Admitted to the State Bar of California
February 2021
Co-Founder and CEO of OnBoard K.K. (incumbent)[Important Concurrent Positions]
Partner Lawyer of Miura & Partners
Co-Founder and CEO of OnBoard K.K.
Outside Director of V-cube, Inc.
External Director of SoftBank Corp.

Number of theCompany’s
Shares Owned

0[The Reasons for Nomination as Outside Audit & Supervisory Board Member]
Ms. Naomi Koshi is newly recommended as a candidate for Outside Audit & Supervisory Board Member as she isexpected to appropriately perform her duties as an Outside Audit & Supervisory Board Member of the Company,
including auditing its business execution, based on her broad knowledge of corporate legal affairs and management
operations gained through her years of activities as an attorney at law, as well as the diverse experience gained throughadministrative activities.

(Notes)1. There are no special interests between any of the candidates for Audit & Supervisory Board Member and theCompany.
2. The two (2) candidates for Audit & Supervisory Board Member, Mr. Kenji Matsuo and Ms. Naomi Koshi
are candidates for Outside Audit & Supervisory Board Member. The Company has designated Mr. Kenji
Matsuo as an Independent Director provided for by Tokyo Stock Exchange, Inc. and has notified the
Exchange to that effect. The Company intends to newly designate Ms. Naomi Koshi as an Independent
Director and notify the Exchange to that effect.
3. The Company has entered into a liability limitation agreement with Mr. Kenji Matsuo, whereby, in
accordance with the provisions of Article 427, paragraph (1) of the Companies Act, his liability for damages
stipulated in Article 423, paragraph (1) of the said Act is limited to the amount as prescribed by the relevantlaws and regulations, insofar as he executes his duties bona fide without gross negligence. If he is elected,
such agreement shall be continued. Moreover, if Ms. Naomi Koshi is elected, the Company intends to enter
into an agreement to the same effect with her.
4. The Company has entered into a directors and officers liability insurance policy with an insurance company,as provided for in Article 430-3, paragraph (1) of the Companies Act. An overview of this policy can befound in the Business Report (in Japanese only). If each of the candidates for Audit & Supervisory Board
Member is elected, they will be included in the policy as an insured. Furthermore, the Company plans torenew the policy with the same terms during the terms of office of each of the candidates for Audit &Supervisory Board Member.

- 18 -

(Reference) Structure of Audit & Supervisory Board Members (as of the close of this Meeting)

Name

OutsideIndependent
OutsideIndependent
OutsideIndependent

Years in Office as
Audit &
Supervisory Board
MemberAttendance at theBoard of Directors
Meetings

Attendance at the
Audit &
Supervisory Board
Meetings

Junichi Egawa(62 years old)

3 years

100% (10/10)

100% (11/11)

Toshiyuki Ogawa(62 years old)

1 year

100% (8/8)

100% (8/8)

Kenji Matsuo(74 years old)

8 years

90% (9/10)

90% (10/11)

Yutaka Kawakami(71 years old)

3 years

100% (10/10)

100% (11/11)

Naomi Koshi(48 years old)

―

―

―

- 19 -

Fifth Item of Business:

Partial Amendment to Amount and Contents of Compensation, etc. Following
Continuation of Performance-based Stock Remuneration System for Directors,
etc.
1. Reasons for the proposal
At the 47th Annual General Meeting of Shareholders held on December 19, 2016, the Company obtained
approval from shareholders for the introduction of a performance-based stock remuneration system(hereinafter, the “System”) for Directors (excluding Outside Directors and Non-Executive Directors, thesame shall apply in this Item of Business), Executive Officers and Research Fellows (excluding residents
outside Japan, hereinafter, “Directors, etc.”) of the Company, whereby shares of the Company are delivered
based on the degree of accomplishment of business targets, and the System has remained in effect to thepresent.
In order to further motivate Directors, etc. to make contributions to implementing the medium- to longterm growth strategy and enhancing corporate value, and to address changes in the office rank of Directors,
etc. going forward, the Company proposes to change the indicators used to evaluate performance under the
System, as well as the upper limit of the amount of money contributed, and the upper limit of the numberof shares to be delivered.
The continuation of the System and partial amendment to the contents thereof submitted as this Item ofBusiness take into account the results of deliberations conducted by the Governance Advisory Committee.
The Company judges that the continuation of the System and partial amendment to the contents thereof
are reasonable for the following reasons. They further clarify the link between the compensation for
Directors, etc. and the business performance of the Company and shareholder value, and are intended tomotivate Directors, etc. to make contributions to improving the medium- to long-term businessperformance and enhancing corporate value. In addition, they are said to be necessary and reasonable as alimit on compensation in light of the standards for calculating the amount of compensation, the level of the
proportion of the limit on compensation to overall Directors’ compensation, the level of the number of
Directors eligible for grants, and other factors, with regard to the relationship with the content of policies
on determining details of individual compensation, etc. for Directors of the Company (as can be found in
the Business Report (in Japanese only), the contents of which will be changed as described at the end,
conditional on approval for this Item of Business being received). Moreover, they have been determined
after giving comprehensive consideration to the business situation of the Company and various otherfactors.
This Item of Business proposes that a stock remuneration be provided to Directors, etc. based on the degreeof accomplishment of business performance, etc. in each fiscal year, separately from the amount of
maximum compensation (¥600 million per year) for Directors approved at the 38th Annual General
Meeting of Shareholders held on December 14, 2007.
The number of Directors who are eligible for the System will be four (4), if the Third Item of Business:“Election of Nine (9) Directors” is approved as proposed. Additionally, as mentioned above, the System
also covers Executive Officers and Research Fellows (at the close of this Meeting, the number of Executive
Officers and Research Fellows who do not concurrently serve as Directors and are eligible for the System
is sixteen (16)), therefore, compensation based on the System is extended to Executive Officers andResearch Fellows. This Item of Business seeks to propose the amount and contents of compensation for
Directors, etc., in relation to overall compensation based on the System, taking into account the possibility
that these Executive Officers and Research Fellows may newly assume the office of Directors during thetarget period of this Trust (as defined in (2) below).

2. The amount and contents of compensation, etc. of the System(1) The System summary
The System is a stock remuneration system where the Trust acquires shares of the Company using theamount of compensation for Directors, etc. contributed by the Company as the principal, and delivers
and pays (hereinafter, “Delivery, etc.”) shares of the Company and cash equivalent of the conversion- 20 -

value of the said shares (hereinafter, “Company Shares, etc.”). (Please see (2) and below for details.)(i) Persons eligible for the
Delivery, etc. of the Company
Shares, etc. under this Item ofBusinessDirectors, etc. of the Company(ii) Impact of the shares of the Company under this Item of Business on the total number ofshares issued and outstanding
The upper limit of the amount ofA total of ¥1,350 million for the target period
consisting of three (3) fiscal years
money to be contributed by theCompany (as described in (2)below)The upper limit of the number of
The upper limit of the Share Granting Points to be
granted to Directors, etc. per fiscal year is 100,000
the Company Shares, etc. thatpoints. The upper limit of the total number of the
Directors, etc. receive from theCompany Shares, etc. that Directors, etc. receive from
Delivery, etc., and method of
the Delivery, etc. is 300,000 shares during the target
acquiring the shares of theperiod consisting of three (3) fiscal years
Company (as described in (2) and
The number of the shares of the Company(3) below)
corresponding to the upper limit of the Share Granting
Points to be granted to Directors, etc. per fiscal year as
mentioned above corresponds to approximately 0.6%of the total number of shares issued and outstanding(as of September 30, 2023, after deduction of treasury
shares)
As the shares of the Company will be acquired fromthe stock market, shares will not be diluted(iii) Contents of conditions foraccomplishment of businessperformance (as described in(3) below)(iv) Timing of Delivery, etc. ofCompany Shares, etc. to
Directors, etc. (as described in(4) below)Fluctuates according to the degree of accomplishmentof business performance for consolidated net sales andconsolidated operating profit in each fiscal year, andthe target achievement rate for return on equity (ROE)and non-financial value, etc. in the medium-term
management plan
The number of shares will be determined within therange of 0% to 150%
As a general rule, after resignation(2) The upper limit of the amount to be contributed by the Company
Including cases where a trust period is extended as set forth in the fourth paragraph of this (2), theCompany, in principle, sets three (3) fiscal years corresponding to the period covered by the mediumterm management plan as a target period of the System (the period set as a target of the System ishereinafter referred to as “Target Period”).
The Company will contribute money with an upper limit of ¥1,350 million as the total for every Target
Period as compensation for Directors, etc. and continue a trust (hereinafter, “Trust”) with a three (3)-- 21 -

year trust period wherein the Directors, etc. who meet the beneficiary requirements are thebeneficiaries. Shares of the Company will be acquired from the stock market using the trust moneyin accordance with the instructions of the trust caretaker. The Company will continue to grant the
Share Granting Points (as defined in (3) below) to Directors, etc. every year during the trust period.
The Delivery, etc. of the Company Shares, etc. corresponding to the cumulative value of the Share
Granting Points (hereinafter, “Cumulative Share Granting Points”) will be continued to be carried out
through the Trust after the resignation of Directors, etc. (if it is decided that Directors, etc. will be
residents outside Japan due to overseas assignment, then after such decision; if Directors, etc. passed
away, then after such passing. The same shall apply hereafter).
In addition, the Trust may be continued, by changing the trust agreement and entrusting additional
money, in lieu of establishing a new Trust, at the expiration of the trust period of the Trust. In suchcases, the Company may further extend the trust period of the Trust by three (3) years, and set thethree (3) fiscal years after the extension of the trust period as a new Target Period. The Company willthen entrust additional money to the Trust per each extended trust period to the extent of the upper
limit of ¥1,350 million as a total, and continue the grant of Share Granting Points to Directors, etc.
during the Target Period pertaining to the extended trust period. However, in cases where such
additional entrustment is made and there are remaining shares of the Company (excluding Company
Shares, etc. corresponding to the Share Granting Points granted to the Directors, etc., of which
Delivery, etc. has not been completed) and money (hereinafter, the “Remaining Company Shares,etc.”) in the trust assets as of the last day of the trust period before extension, the total amount of theRemaining Company Shares, etc. and the additional contribution of trust money shall be within theupper limit of ¥1,350 million.
Upon termination of the trust period, if there are any incumbent Directors, etc. who possibly satisfy
the beneficiary requirements, Share Granting Points will no longer be granted to the said Directors,
etc. thereafter. However, the trust period of the Trust may be extended for a certain period of time
until the Delivery, etc. of the Company Shares, etc. to such Directors, etc. is completed.
(3) Calculation method and the maximum amount of the number of the shares of the Company (including
the number of shares subject to conversion into cash) for Delivery, etc. to Directors, etc.
The number of the shares of the Company for Delivery, etc. to Directors, etc. (including the numberof shares subject to conversion into cash) will be determined based on the Cumulative Share Granting
Points as defined below. One (1) Share Granting Point shall be equal to one (1) share, and fractions
less than one (1) Share Granting Point will be rounded down. If the shares of the Company belonging
to the Trust are increased or decreased due to a share split, an allotment of shares without contribution
or a reverse share split, the Company will adjust the number of the shares of the Company (including
the number of shares subject to conversion into cash) for Delivery, etc. per Share Granting Point
according to the ratio of such increase or decrease.
For the Directors, etc., the “annual performance-based points,” which fluctuate according to thedegree of accomplishment of business performance targets, etc. in each fiscal year based on the basepoint calculated according to office rank, and the “medium-term management plan lumped
performance-based points,” which are multiplied by the medium-term management plan
performance-based coefficient that fluctuates according to the degree of accomplishment of businessperformance targets, etc. in the medium-term management plan, are granted. The composition ratioof the “annual performance-based points” and the “medium-term management plan lumped
performance-based points” is one to one.
After the resignation of the Directors, etc., the total of the cumulative number of “annual performancebased points” and the cumulative number of “medium-term management plan lumped performancebased points” will be calculated (hereinafter, “Share Granting Points”), and the Delivery, etc. of thenumber of the Company Shares, etc. corresponding to the Share Granting Points will be carried out.
The calculation formulas for the “annual performance-based points,” “medium-term management- 22 -

plan lumped performance-based points” and Share Granting Points are as shown below.
The number of Share Granting Points fluctuates within the range of 0% to 150% of the base pointaccording to the degree of accomplishment of business performance targets, etc. in each fiscal year
and the medium-term management plan. The indicators used to evaluate the degree ofaccomplishment of business performance targets, etc. are consolidated net sales, consolidated
operating profit, return on equity (ROE), non-financial value, etc.
(Calculation formula for base point)
Base point = total of (amount of stock remuneration predetermined by office rank x the number ofmonths in office during the Target Fiscal Year for each office rank / 12 months) / theaverage of closing prices of the shares of the Company on the Tokyo Stock
Exchange for the month that includes the first day of the extended trust period(fractions after the decimal point to be rounded down)(Calculation formula for annual performance-based points)
Annual performance-based points = base point x 50% x performance-based coefficient related tothe annual plan
(Calculation formula for medium-term management plan lumped performance-based points)
Medium-term management plan lumped performance-based points = base point x 50% x mediumterm management plan period x performance-based coefficient related to themedium-term management plan
(Calculation formula for Share Granting Points)
Share Granting Points = cumulative number of annual performance-based points + cumulative
number of medium-term management plan lumped performance-based
pointsAdditionally, to Directors, etc. who resigned or whose overseas assignment is decided in the middle
of a fiscal year during the Target Period, base point that is in accordance with the period of service up
to the resignation or overseas assignment during the fiscal year shall be granted as annual
performance-based points and medium-term management plan lumped performance-based points
pertaining to such fiscal year, instead of applying the performance-based coefficient.
After resignation, passing or decision on overseas assignment of such Directors, etc., Cumulative
Share Granting Points will be calculated, and Delivery, etc. of Company Shares, etc. corresponding
to Cumulative Share Granting Points will be conducted.
The total number of Share Granting Points to be granted to Directors, etc. during the trust period of
the Trust shall be up to 100,000 points per fiscal year. The total number of Share Granting Points tobe granted to Directors, etc. during Target Period shall be up to 300,000 points. This upper limit of
the total number of Share Granting Points has been determined based on the upper limit of trust money
mentioned in (2) above and in reference to past stock prices, etc.
(4) Timing and method of Delivery, etc. of Company Shares, etc. to Directors, etc.
Directors, etc., who satisfy the beneficiary requirements shall be granted the Delivery, etc. ofCompany Shares, etc. corresponding to Cumulative Share Granting Points to be calculated based on(3) above, after the resignation, passing, or decision on overseas assignment of such Directors, etc.
In cases where Directors, etc., who satisfy the beneficiary requirements resign, such Directors, etc.
shall receive the shares of the Company (shares less than one (1) unit to be rounded down)corresponding to the 70% of such Share Granting Points, and the remaining will be converted within
the Trust and the cash equivalent of the conversion value shall be paid. In cases where Directors, etc.,- 23 -

who satisfy the beneficiary requirements have passed away, an heir of such Directors, etc. shall receive
the cash equivalent of the conversion value of the shares of the Company converted within the Trust,corresponding to Cumulative Share Granting Points to be calculated based on (3) above after thepassing. In cases where Directors, etc., who satisfy the beneficiary requirements are to leave Japandue to overseas assignment, it shall be handled in the same way as in the case of passing of Directors,
etc., and such Directors, etc. shall receive the cash equivalent of the conversion value of the shares of
the Company converted within the Trust, corresponding to Cumulative Share Granting Points to be
calculated after the decision on the overseas assignment.
(5) The voting rights of the shares of the Company in the Trust
The voting rights of the shares of the Company in the Trust will not be exercised during the trust
period, to maintain the neutrality of the Company management.
(6) Clawback clauseIn the event that a Director, etc. has been involved in certain types of misconduct, the Company shallbe able to demand, in part or in full, compensation in an amount obtained by multiplying the numberof shares already delivered under the System (including the number of shares sold to generate funds
for payment of taxes) by the closing price of the shares of the Company on the Tokyo Stock Exchangeon the date on which the Company provided notification of return to said Director, etc.
(7) Other contents of the System
Other contents regarding the System will be determined by the Board of Directors on each occasionsuch as establishment of the Trust, changing the trust agreement and entrusting additional money to
the Trust.

- 24 -

(Reference) The System Summary (an excerpt from the press release “Notice of Continuation of Performancebased Stock Remuneration System” dated February 3, 2021)

3) Payment of the price

The Company

2) Establishment of the trust4) Dividend【Trustee (co-trustee)】
Mitsubishi UFJ Trust and Banking Corporation
The Master Trust Bank of Japan, Ltd.

6) Delivery of sharesof the Company andcash payment

The TrustShare Delivery Rules

Stock market【Settlor】
6) Granting of points7) Gratis transfer / cancellation ofremaining shares8) Granting of residual properties
3) Shares of the Company

1) Resolution at the Boardof Directors Meeting【Beneficiaries】
Eligible Directors,
etc.

Shares of the Company, cash5) Instructions not to exercise voting rights
Trust Caretaker1) At a meeting of the Board of Directors, the Company resolved to continue the System. The Company
has already established the Share Delivery Rules regarding the System.
2) The Company will entrust additional money within the limit approved by the resolution at the 47th
Annual General Meeting of Shareholders held on December 19, 2016 (hereinafter, the “2016 General
Meeting of Shareholders”), and extend the period of the trust (hereinafter, the “Trust”) whose
beneficiaries are the Directors, etc. who satisfy the beneficiary requirements.
3) The Trust will acquire shares of the Company from the stock market using the money in the Trust(including the additional money entrusted in 2)) in accordance with the instructions of the trust
caretaker. The number of the shares to be acquired by the Trust shall be within the limit approved by
the resolution at the 2016 General Meeting of Shareholders.
4) Dividends on the shares of the Company in the Trust will be paid in the same manner as those on theother shares of the Company.
5) The voting rights of the shares of the Company in the Trust will not be exercised during the trust period.
6) Every year during the trust period, certain points will be granted to Directors, etc. according to officerank and the degree of accomplishment of business performance, etc. in each fiscal year. Directors,
etc. who satisfy the certain beneficiary requirements will, in principle, after their resignation, receive
delivery of the shares of the Company in the number corresponding to a certain percentage of the
cumulative points and the provision of cash equivalent to the conversion value of the shares of theCompany corresponding to the remaining points after they are converted within the trust in accordancewith the provisions of the trust agreement.
7) In cases where there are remaining shares at the expiration of the trust period due to, for example,
underachievement of business targets, the Company plans to either continue to use the Trust bychanging the trust agreement and entrusting additional money or, to acquire the remaining sharesthrough a gratis transfer from the Trust and cancel them by a resolution of the Board of Directors.
8) Any residual property remaining at the termination of the Trust after all required distributions tobeneficiaries will be attributable to the Company within the limit of the trust expense reserve, which is
calculated by deducting the funds to acquire shares from the trust money. Any residual property inexcess of the trust expense reserve will be donated to an organization in which the Company and the
Directors, etc. do not have any interest.

- 25 -

(Reference) Corporate Governance of the Company
Basic Views on Corporate GovernanceOur basic corporate governance policy is to ensure proper execution of business activities, based on ourmanagement philosophy of sustainably improving corporate value—the aggregate of social, customer,
shareholder, and employee value.
More than one-third of our Directors and a majority of our Audit & Supervisory Board Members are fromoutside the Group. This ensures an outside perspective in our decisions. Management Meetings settle mattersconcerning the execution of business in line with the basic management policy established by the Board of
Directors. Executive Officers then implement decisions. Crucial matters are subject to deliberation by internal
committees before the Management Meetings.
As the corporate group which has subsidiaries and affiliates that include Mitsubishi Research Institute DCS
Co., Ltd., an important subsidiary, under its umbrella, we share the aims of the code of conduct, the Corporate
Governance Guidelines, and the System to Ensure Appropriate Operations (Internal Control System) andrespect them as our common values and ethics.
Corporate Governance Structure of the Company- 26 -

Board of Directors/Officer Structure/Governance Advisory Committee
The Company’s Board of Directors consists of eight Directors (including four Outside Directors), and it has
the authority to make decisions about our management and to supervise Directors in the execution of theirduties. Three of the four current Outside Directors have experience as managers of other companies, and one
is an educator. This structure allows the Outside Directors to make decisions and monitor management from a
broad perspective, based on their individual positions, experience, and knowledge. We work to make efficientand accurate decisions, and to clarify responsibility for business execution by selecting Executive Officers andby separating management from execution.
We have also established a Governance Advisory Committee to serve as an advisory body to the Board of
Directors, which seeks its input on the appointment, dismissal, and compensation of officers, such as the Chief
Executive Officer (CEO), and requests that the Governance Advisory Committee analyze and evaluate theeffectiveness of the Board of Directors. The Governance Advisory Committee deliberates on questions put toit by the Board of Directors and reports its findings to the Board. When the Committee deliberates on mattersrelating to the appointment, dismissal, and compensation of officers, including the CEO, attendance is limited
to ensure that independent Outside Directors form the majority.
<Members of the Governance Advisory Committee>
Takashi Morisaki (Chairperson, Chairman of the Board), Kenji Yabuta, Hidemoto Mizuhara, Jun Nobe, Mariko
Bando, Ken Kobayashi, Nobuyuki Hirano and Seiji Izumisawa* Underlining denotes an Outside Director.
Audit & Supervisory Board/Audit & Supervisory Board Members
We adopt a corporate structure with an Audit & Supervisory Board in accordance with the Companies Act andrelated laws and regulations. The Audit & Supervisory Board consists of five Audit & Supervisory Board
Members (including three Outside Audit & Supervisory Board Members). Audit & Supervisory Board
Members exercise their rights under the law to attend the General Meeting of Shareholders and the Board of
Directors, and to receive reports from Directors, Executive Officers, employees, and Accounting Auditor.
Audit & Supervisory Board Members effectively audit the Company by attending important meetings such as
the Management Meeting and internal committees, receiving internal audit reports, and sharing the reportresults with all Audit & Supervisory Board Members.
Management Meeting/Executive Officer Meeting
The Management Meeting is composed of Executive Directors, Executive Officers holding a managerial
position, and Unit managers. The Management Meeting discusses and decides important general mattersconcerning management based on the basic policies determined by the Board of Directors. It is held in principle
regularly every Wednesday and on a temporary basis as necessary. In addition, Audit & Supervisory Board
Members participate in every Management Meeting as monitors. The Executive Officer Meeting consists of
Executive Directors, Executive Officers, and Research Fellows. In principle, Executive Officer Meetings areheld once a month. In the Executive Officer Meeting, Executive Directors ascertain the status of businessexecution on the part of the Executive Officers and inform the Executive Officers of the instructions anddecisions of the Board of Directors on behalf of the Board of Directors. The President issues necessary
instructions to each Executive Officer and explains the current status of management to them. Other Executive
Officers and Research Fellows report on the execution of their own business or the status thereof.
Various Internal Committees
We have established a variety of internal committees as advisory bodies to the Management Meeting.
Regarding important management matters such as management strategy, consolidated management, andinternal controls, we ensure transparency and checks, and make it possible to decide on a variety of measuresfrom a broad perspective―not just by specific management lines―by referring such issues to the Management
Meeting after sufficient discussion by these in-house committees chaired by officers.

- 27 -

Group Internal Controls
We have subsidiaries and affiliates that include Mitsubishi Research Institute DCS Co., Ltd. We ensurecorporate value improvement and appropriateness of operations as a group by sharing the aims of andstringently enforcing the code of conduct, the Corporate Governance Guidelines, and the System to Ensure
Appropriate Operations (Internal Control System).
In addition, we have signed a Memorandum of Agreement with Mitsubishi Research Institute DCS Co., Ltd.,
which is a particularly important subsidiary, requiring prior consultation with us regarding important mattersof their company management. At the same time, we have a Consolidated Management Committee and haveestablished a system whereby the Executive Director regularly checks on their management situation.
Furthermore, through internal auditing by the Internal Audit Office, we have established a system to ensure
the appropriateness of operations of each group company to prevent violations of laws and regulations.

Election and Dismissal of Directors and Audit & Supervisory Board Members
Election and dismissal of our Directors and Audit & Supervisory Board Members shall be in line with the“basic policies.” Specifically, in accordance with the provisions of laws and regulations, the Board of Directors
determines the candidates, and election and dismissal are carried out at the General Meeting of Shareholder.
For candidates for Audit & Supervisory Board Members, we obtain the consent of the Audit & Supervisory
Board in advance.
<Basic Policy for Election of Officers>(1) A person who always puts the Management Philosophy into practice.
(2) A person who demonstrates the necessary insight, high ethical standards, experience, ability andqualifications as an officer.
(3) For outside officers, a person who has the experience, capabilities, and qualifications to rigorously monitor
and provide advice from the viewpoint of a third party with regard to our management.

Requirements for Independence
The Company considers Outside Directors and Outside Audit & Supervisory Board Members to be
independent only when none of the following conditions apply to them.
<Independence Evaluation Standards for Outside Officers>(1) Main business partners
a. Persons whose main business partners are the Company or the Company’s subsidiaries, or persons who
execute business on their behalfb. The Company’s main business partners or persons who execute business on their behalf(2) Experts
Consultants, accountants, or legal experts who receive a large amount of remuneration or other assets otherthan officer compensation from the Company (in the event that said assets are received by corporations,associations, or other organizations, this condition applies to members of said organization)(3) First and second degree relatives of persons one or more of the following applies (excluding persons notclassified as important)a. Persons to whom (1) and (2) apply
b. Persons executing business on the behalf of the Company’s subsidiaries
c. Persons to whom b. have recently applied, or who have recently executed business on behalf of theCompany- 28 -

Skill Matrix of Directors and Audit & Supervisory Board Members
In order to achieve the Medium-term Management Plan 2026 based on our Management Philosophy, mission
to be fulfilled, and desired vision, principal specialist skills and knowledge required to supervise and support
corporate activities have been selected as follows.
Skill items
Reason for selection
Business management experience and skills, including knowledge based on wideranging business experience and relevant experience in the implementation ofBusiness management
strategies are deemed essential for Directors and Audit & Supervisory Board
Members as they work to address various societal issues.
As a listed company, we need to develop and administer compliance structures andmaintain appropriate risk management systems so that we can response precisely
Legal affairs/
to the problems that we encounter as we work to address issues that have neverrisk management
previously been resolved.
The Board of Directors and the Audit & Supervisory Board have a responsibility to
Financial accounting
contribute to the continuing improvement of our corporate value. Accurate financial
reporting is essential.
Diverse knowledge, logical thinking, and a vision for society are all essential to ourcontinuing efforts to enhance the value that we provide within the company and to
our clients by addressing societal issues in an increasingly complex and difficult
Society/policies
environment. We regard experience and skills honed through approaching andchallenging societal issues on the basis of wide-ranging experience and specialized
knowledge as vital for this process.
Cutting-edge technologies, including digital, are essential to our efforts to create
solutions for societal issues in the current environment. Therefore, we believe that
Digital/technologies
not only the latest knowledge, but also experience and specialist skills relating todigital and technologies are necessary.
People are key assets for the Company. To create solutions for societal issues, weneed to maximize the effectiveness of our human resources by continuallyenhancing their knowledge in a broad spectrum of fields. We believe that our
Human resources
Directors and Audit & Supervisory Board Members need to have diverse
experience and specialist knowledge relating to human resource development andeducation.

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The Company’s Directors and Audit & Supervisory Board Members after the close of the 54th Annual General
Meeting of Shareholders (December 19, 2023), and expected skills
Principal specialist areas/knowledge
Role

Name

Businessmanagement

Legal
affairs/riskmanagement

FinancialSociety/

Digital/Human

accounting

policies

technologies

resources

Chairman of the
Board

Takashi Morisaki

●

●

●

●

President andRepresentative
Director

Kenji Yabuta

●

●

●

●

Executive Vice
President andRepresentative
Director

Yasuteru Hirai

●

●

●

Director andManaging
Executive Officer

Yoshihiko Ito

Outside Director

Mariko Bando

●

●

●

Outside Director

Ken Kobayashi

●

●

●

Outside Director

Nobuyuki Hirano●

Outside Director

Seiji Izumisawa●

Outside Director

Satoko Shisai

Audit &
Supervisory Board
MemberJunichi Egawa●

Audit &
Supervisory Board
MemberToshiyuki Ogawa●●

Outside Audit &Supervisory Board
MemberKenji Matsuo●●

Outside Audit &Supervisory Board
MemberOutside Audit &Supervisory Board
MemberYutakaKawakami
Naomi Koshi

●

●

●

●

●

●

●

●

●
●

●

●

●

●

●

●

●

●

●

●

●

* This is not an exhaustive list of all specialist skills and knowledge possessed by our Directors and Audit &Supervisory Board Members (candidates).

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Officer Compensation
Our officer compensation shall be in line with the “Basic Policy.” Specifically, through deliberations at theGovernance Advisory Committee, such compensation is determined by the Board of Directors for Directors,
and by way of discussion among Audit & Supervisory Board Members for Audit & Supervisory Board
Members.
<Basic Policy Regarding Officer Compensation>(1) To put in practice a management policy that responds to the mandate of the shareholders, we will have afair compensation system that motivates officers to execute their duties.
(2) To ensure accountability to our stakeholders, we will decide officer compensation through an appropriate
process that guarantees transparency, fairness, and reasonableness.
(3) To secure talented individuals essential for our continued growth, we will aim to set officer compensation
at levels that are attractive over the long term.
A breakdown of the compensation structure is provided below.
 Internal officers:
Basic compensation consists of base pay, variable monetary compensation, andvariable stock compensation. The intent of variable stock compensation is to motivate
and incentivize officers to enhance business performance and corporate value over the
medium to long term by linking their compensation to Group performance.
 Outside officers:
Because these positions are independent of business execution, their compensationconsists only of base pay.
 Audit & Supervisory Board Members:
To ensure independence, their compensation consists only ofbase pay.
Details of our officer compensation system can be found in the fifth item of business stated above and in theBusiness Report (in Japanese only).

Analysis and evaluation of the effectiveness of the Board of Directors
The Governance Advisory Committee reviews the Board of Directors to improve effectiveness; the Board of
Directors then analyzes and evaluates its own effectiveness and implements operational improvements.
In the fiscal year ended September 30, 2023, a questionnaire survey covering all Directors and Audit &Supervisory Board Members was conducted on composition and operation, supervision over strategy,
appointment and compensation, and other matters. To make an evaluation ensuring objectivity, an externalorganization was utilized in design of the questionnaire, and evaluation and analysis of it.
As a result, our Board of Directors was highly regarded for engaging in constructive discussions and opinion
exchanges in its supervisory function, being involved in challenges on strategies and sustainability, andappropriately performing its function based on a free and open atmosphere, and we have confirmed that theboard functions effectively.
Regarding the management relating to significant risks and other matters that were recognized as issues in theprevious fiscal year, opportunities for making reports and holding discussions were provided. We also
confirmed that there was a certain amount of improvement in these issues, such as with initiatives that were
implemented through the Governance Advisory Committee with respect to involvement in succession planning,
and received constructive opinions in expectation of further efforts regarding the operation of the Board of
Directors in the future.
On the other hand, in order to make the monitoring function of the Board of Directors more effective, we newly
recognized other measures, such as the usefulness of providing opportunities for holding discussions in aplanned manner regarding the progress of the Medium-term Management Plan 2026, which started in the fiscal
year ending September 30, 2024, the progress of business strategies, and material risks and other importantmonitoring matters.

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Based on such analysis and evaluation results, we will continue to enhance the effectiveness of the Board of
Directors.

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