[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 5, 2022
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 53RD ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We are pleased to announce the 53rd Annual General Meeting of Shareholders (the “Meeting”) of
Mitsubishi Research Institute, Inc. (the “Company”), which will be held as described below.
To avoid the risk of infection of the novel coronavirus (COVID-19) at this Meeting, you are asked
to refrain from attending the meeting in person and, instead, to exercise your voting rights beforehand
by mail or via the Internet, if at all possible.
Please review the attached Reference Materials for the General Meeting of Shareholders andexercise your voting rights by 5:15 p.m. on Tuesday, December 20, 2022, in accordance with theProcedures for the Exercise of Voting Rights via the Internet on page 3.

PARTICULARS
1. Date and Time of the Meeting: Wednesday, December 21, 2022 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:

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, 2022 (fromOctober 1, 2021 to September 30, 2022), 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 Eight (8) Directors
Election of One (1) Audit & Supervisory Board Member-1-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]
Regarding Internet Disclosure(1) System to Ensure Appropriate Conduct of Operations 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 Non-Consolidated Financial
Statements are posted on the Company’s website. They are therefore not included in the attachment,in accordance with laws, regulations and Article 16 of the Company’s Articles of Association. The
Business Report, Consolidated and Non-Consolidated Financial Statements attached to this Notice
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 the Reference Materials for the General Meeting of Shareholders,the Business Report and the Consolidated and Non-Consolidated Financial Statements, the revised
matters will be posted on the Company’s website.
The Company’s website
https://ir.mri.co.jp/ja/stock/meeting.html-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 using the QR Code can be done only once.
If you wish to exercise your voting rights again, or exercise your voting rights without using the QR Code,please see “Login by Entering the Login ID and Temporary Password” below.

Login by Entering the Login ID and Temporary Password
The voting right exercise website: https://evote.tr.mufg.jp/
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 2:00 a.m. to 5:00 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. Tuesday, December 20, 2022, 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 holds a basic policy of maintaining stable dividend payments while
comprehensively taking into account the balance among business results, future capital needs and financial
soundness to strive for the increase in dividend levels.
Based on the above policy, the Company plans to pay a year-end dividend of ¥80 per share for the fiscal
year ended September 30, 2022.
Consequently, the annual dividend for the fiscal year will be ¥140 per share, including an interim dividendof ¥60 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: ¥80 per share¥1,313,890,560 in total(3) Date on which dividends from surplus shall be effective
December 22, 2022

-4-

Second Item of Business:

Amendment to the Articles of Association

1. Reasons for the proposal(1) Amendments associated with addition of purpose of business
For the sake of addressing the increasingly diverse nature of its business while also more clearly
describing such business, the Company seeks to provide for additional purpose of business under
Article 2 (Purpose) of the current Articles of Association in alignment with prevailing circumstancesof the Company’s business, and accordingly seeks to renumber items thereof.
(2) Amendments associated with adopting the system for providing informational materials for thegeneral meeting of shareholders in electronic format
The Articles of Association are to be amended as follows accompanying the adoption of the systemfor providing informational materials for the general meeting of shareholders in electronic format,
given that the revised provision stipulated in the proviso to Article 1 of the Supplementary Provisionsof the “Act Partially Amending the Companies Act” (Act No. 70 of 2019) took effect on September
1, 2022.
(i) Article 16 (Measures, etc. for Providing Information in Electronic Format), paragraph (1) in
Proposed Amendments is to be newly established because it has become mandatory to stipulate
in the articles of association that measures will be taken for providing information that constitutes
the content of reference materials for the general meeting of shareholders, etc. in electronic format.
(ii) Article 16 (Measures, etc. for Providing Information in Electronic Format), paragraph (2) in
Proposed Amendments is to be newly established so that it will be possible to limit the scope of
items to be stated in the paper-based documents to be delivered to shareholders who haverequested the delivery of paper-based documents within the scope designated by the Ministry ofJustice Order, among the items for which measures will be taken for providing information that
constitutes the content of reference materials for the general meeting of shareholders, etc. inelectronic format.
(iii) Since the provisions of Article 16 (Disclosure via the Internet and documents for the general
meeting of shareholders) in the current Articles of Association will no longer be required upon
adoption of the system for providing informational materials for the general meeting ofshareholders in electronic format, they will be deleted.
(iv) Supplementary provisions related to the effectiveness of the above provisions to be deleted willbe established. These supplementary provisions are to be deleted after the date prescribed.
2. Details of amendments
The details of the amendments are as follows.
Current Articles of Association
Article 2 (Purpose)
The purpose of the Company shall be to carry out
the following businesses:(1) - (8) <Omitted><Newly established>(9) Labor dispatch business; and(10) All the business incidental or related to any of
the above-mentioned Items.
Article 3 - Article 15 <Omitted>(Amended parts are underlined.)
Proposed Amendments
Article 2 (Purpose)
The purpose of the Company shall be to carry out
the following businesses:(1) - (8) <Unchanged>(9) Payment collection agency business related toregional currency services, etc.
(10) Labor dispatch business; and(11) All the business incidental or related to any of
the above-mentioned Items.
Article 3 - Article 15 <Unchanged>-5-Current Articles of Association
Article 16 (Disclosure via the Internet anddocuments for the general meeting ofshareholders)
The Company, in convening the general meeting ofshareholders, may deem that it has provided its
shareholders with the information related to thematters to be set forth or shown in the referencematerials for the general meeting of shareholders,business report, accounting documents, andconsolidated accounting documents by disclosing
the same in such a manner that uses the Internet inaccordance with the provisions of the ordinance ofthe Ministry of Justice.
<Newly established>

Article 17 - Article 47 <Omitted><Newly established><Newly established>

Proposed Amendments<Deleted>

Article 16 (Measures, etc. for Providing Information
in Electronic Format)
1. When the Company convenes a general meetingof shareholders, it shall take measures forproviding information that constitutes the content
of reference materials for the general meeting ofshareholders, etc. in electronic format.
2. Among items for which the measures forproviding information in electronic format will betaken, the Company may exclude all or some ofthose items designated by the Ministry of Justice
Order from statements in the paper-based
documents to be delivered to shareholders whorequested the delivery of paper-based documents
by the record date of voting rights.
Article 17 - Article 47 <Unchanged>
Supplementary Provisions
Article 1 (Transitional Measures for Providing
Informational Materials for the General
Meeting of Shareholders in Electronic
Format)1. Article 16 of the Articles of Association(Disclosure via the Internet and documents forthe general meeting of shareholders) shall remain
effective regarding any general meeting ofshareholders held on a date within six months
from September 1, 2022.
2. The provisions of this article shall be deleted on
the date when six months have elapsed from
September 1, 2022 or three months have elapsed
from the date of the general meeting ofshareholders in the preceding paragraph,
whichever is later.

-6-

Third Item of Business:

Election of Eight (8) Directors

The terms of office of all eight (8) Directors will expire at the close of this Meeting.
Therefore, you are hereby requested to newly elect eight (8) Directors.
The candidates are as follows.

No.

Name

Positions and Responsibilities at the Company

Years in
office as
Director

1

Takashi Morisaki(67 years old)

Chairman of the Board

6 years

Reelected

2

Kenji Yabuta(62 years old)

President and Representative Director
Officer in Charge of Internal Audit Office

1 yearReelected

2 years

Reelected

3

Hidemoto Mizuhara(64 years old)

Executive Vice President and Representative
Director
Officer in Charge of VCP (Concurrently)
Responsible for Marketing and Alliance Division,
Future Co-Creation Division and Global Business
Division

4

Jun Nobe(56 years old)

Director and Executive Officer
General Manager, Corporate Administration Unit

1 yearReelected

5

Mariko Bando(76 years old)

Outside Director

3 years

OutsideIndependent
Reelected

6

Ken Kobayashi(73 years old)

Outside Director

1 yearOutsideIndependent
Reelected

7

Nobuyuki Hirano(71 years old)

Outside Director

1 yearOutsideIndependent
Reelected―

OutsideIndependent
Newly
elected

8

Seiji Izumisawa(65 years old)

―

-7-

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.
Takashi Morisaki
Senior Managing Director and Chief Executive, Global Markets
June 2012
Unit of The Bank of Tokyo-Mitsubishi UFJ, Ltd.
July 2012Managing Officer and Group Head, Integrated Global Markets[Date of Birth]
15,000Business Group of Mitsubishi UFJ Financial Group, Inc.
January 1, 1955
May 2014
Deputy President of The Bank of Tokyo-Mitsubishi UFJ, Ltd.
(67 years old)
June 2016
Corporate Advisor of The Bank of Tokyo-Mitsubishi UFJ, Ltd.
[Years in office as
September 2016 Senior Counselor of the Company
Director]
Executive Vice President and Executive Officer of the
6 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% (11/11)[Important Concurrent Positions]
Chairman of the Board of Mitsubishi Research Institute DCS Co., Ltd.
Reelected
Audit & Supervisory Board Member (Outside) of NORITAKE CO., LIMITED
Outside Director of Japan Business Systems, Inc.
[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.

-8-

No.

Name

Kenji Yabuta

2[Date of Birth]
April 27, 1960
(62 years old)
[Years in office as
Director]
1 year at the close of
the Meeting[Attendance at theBoard of Directors
meetings]
100% (9/9)
Reelected

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
Corporate Banking Group of The Bank of Tokyo-Mitsubishi
UFJ, Ltd.
Managing Executive Officer and Group Head, Corporate
May 2016
Banking Group No.1 of The Bank of Tokyo-Mitsubishi UFJ,Ltd.
Senior Managing Executive Officer and Group Head, Corporate
June 2017
Banking Group No.1 of The Bank of Tokyo-Mitsubishi UFJ,
Ltd.
June 2018
Member of the Board of Directors, Deputy President, Officer in
Charge of Supervising Overall Business, and Chief Executive,
Corporate Banking Business Unit of MUFG Bank, Ltd.
Member of the Board of Directors, Deputy President, andJuly 2019
Officer in Charge of Supervising Overall Business(Concurrently)
Chief Executive, Corporate Banking Unit
(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

Number of theCompany’s
Shares Owned

2,900[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.

-9-

No.

3

Name

Career Summary, Positions and Responsibilities at the Company
and Important Concurrent Positions[Career Summary]Joined Mitsubishi Corporation
April 1981
Unit Manager of Ship Unit, Ship, Aerospace & Transportation
October 2006
Systems Div. of Mitsubishi Corporation
October 2008
Unit Manager of Automotive Business Unit in Charge of theASEAN countries and the southwestern Asian region,
Automotive Business Div. of Mitsubishi Corporation
February 2010
Director and President of P.T. Krama Yudha Tiga Berlian
MotorsApril 2011
Senior Vice President of Mitsubishi Corporation
February 2012
Senior Vice President in Charge of Corporate Strategy &Hidemoto Mizuhara
Planning of Mitsubishi Corporation
April 2013
President of Mitsubishi International Corporation[Date of Birth](Concurrently)
January 4, 1958
EVP of Mitsubishi Corporation (Americas)(64 years old)
April 2016
Executive Vice President, Regional CEO, North America of[Years in office as
Mitsubishi Corporation (Concurrently)
Director]
President of Mitsubishi Corporation (Americas)
2 years at the close ofApril 2019
President of Mitsubishi Corporation (Americas)
the Meeting(Concurrently)[Attendance at theGeneral Manager, Corporate Management Support Office
Board of Directors(Americas)
meetings]
April 2020
Corporate Adviser of Mitsubishi Corporation
100% (11/11)
September 2020 Senior Counselor of the Company
October 2020
Executive Vice President and Executive Officer of theReelected
Company
December 2020 Executive Vice President and Representative Director, General
Manager, Corporate Administration Unit of the Company
October 2021
Executive Vice President and Representative Director of theCompany (incumbent)[Positions and Responsibilities at the Company]
Executive Vice President and Representative Director
Officer in Charge of VCP (Concurrently) Responsible for Marketing andAlliance Division, Future Co-Creation Division and Global Business Division[The Reasons for Nomination as Director]

Number of theCompany’s
Shares Owned

2,600

Mr. Hidemoto Mizuhara is once again recommended as a candidate for Director in view of the appropriate performance of his current
duties as Executive Vice 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 the Company.

- 10 -No.

Name

Jun Nobe

4[Date of Birth]
July 31, 1966
(56 years old)
[Years in office as
Director]
1 year at the close of
the Meeting[Attendance at theBoard of Directors
meetings]
100% (9/9)
Reelected

Career Summary, Positions and Responsibilities at the Company
and Important Concurrent Positions[Career Summary]
April 1991
Joined the Company
October 2007
General Manager, Advanced Business Center of the Company
October 2010
General Manager, Science and Safety Policy Research Divisionof the Company
October 2014
General Manager, Planning and Administration Office ofEnterprise Management Business Unit of the Company
October 2017
General Manager, Planning and Administration Office ofConsulting Unit of the Company
October 2018
General Manager, Planning and Administration Office ofConsulting Unit of the Company(Concurrently)
General Manager, Planning and Administration Office of Think
Tank Unit of the Company
October 2019
Deputy General Manager, Corporate Administration Unit of theCompany
December 2019 Executive Officer and Deputy General Manager, Corporate
Administration Unit of the Company
October 2021
Executive Officer and General Manager, Corporate
Administration Unit of the Company
December 2021 Director and Executive Officer, General Manager, Corporate
Administration Unit of the Company (incumbent)[Positions and Responsibilities at the Company]
Director and Executive Officer
General Manager, Corporate Administration Unit

Number of theCompany’s
Shares Owned

4,700[The Reasons for Nomination as Director]
Mr. Jun Nobe is once again recommended as a candidate for Director in view of the appropriate performance of his current duties as
Director and Executive Officer of the Company toward the Company’s sustainable growth and enhancement of its corporate value inthe medium- to long-term, based on his abundant business experience at the Business Unit and the Corporate Administration Unit of
the Company.

- 11 -No.

Name

Mariko Bando

5[Date of Birth]
August 17, 1946
(76 years old)
[Years in office as
Director]
3 years at the closeof the Meeting[Attendance at theBoard of Directors
meetings]
100% (11/11)

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(incumbent)
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 (Rijicho) of Showa Women’s University
Chancellor (Socho) of Showa Women’s University
Outside Director of MS&AD Insurance Group Holdings, Inc.

Number of theCompany’s
Shares Owned

1,600

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.

- 12 -

No.

6

Name

Career Summary, Positions and Responsibilities at the Company
and Important Concurrent Positions[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
Ken Kobayashi
April 2016
Chairman of the Board of Mitsubishi Corporation
December 2021 Director of the Company (incumbent)[Date of Birth]
April 2022
Member of the Board, Corporate Advisor of Mitsubishi
February 14, 1949
Corporation(73 years old)
June 2022
Corporate Advisor of Mitsubishi Corporation (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
Corporate Advisor of Mitsubishi Corporation[Attendance at theOutside Director of NISSIN FOODS HOLDINGS CO., LTD.
Board of Directors
Outside Director of Mitsubishi Heavy Industries, Ltd.
meetings]
78% (7/9)

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.

- 13 -

No.

Name

Nobuyuki Hirano

7[Date of Birth]
October 23, 1951
(71 years old)
[Years in office as
Director]
1 year at the close of
the Meeting[Attendance at theBoard of Directors
meetings]
100% (9/9)

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.
400

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.

- 14 -

No.

Name

Seiji Izumisawa
8[Date of Birth]
September 3, 1957
(65 years old)
Newly elected
OutsideIndependent

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

Number of theCompany’s
Shares Owned[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.
April 2019
President and CEO (Member of the Board) and CSO of
Mitsubishi Heavy Industries, Ltd.
April 2020
President and CEO (Member of the Board) of Mitsubishi Heavy
Industries, Ltd. (incumbent)[Important Concurrent Positions]
President and CEO (Member of the Board) of Mitsubishi Heavy Industries, Ltd.

0[The Reasons for Nomination as Outside Director and Outline of Expected Roles]
Mr. Seiji Izumisawa is newly recommended as a candidate for Outside Director as he is expected to appropriately
perform his 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.

(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 four (4) candidates for Director, Ms. Mariko Bando, Mr. Ken Kobayashi, Mr. Nobuyuki Hirano and Mr.
Seiji Izumisawa are candidates for Outside Director. The Company has designated Ms. Mariko Bando and
Mr. Ken Kobayashi as Independent Directors provided for by Tokyo Stock Exchange, Inc. and has notified
the Exchange to that effect. The Company intends to newly designate Messrs. Nobuyuki Hirano and Seiji
Izumisawa as Independent Directors and notify the Exchange to that effect.
3. The Company has entered into liability limitation agreements with Ms. Mariko Bando, Mr. Ken Kobayashi
and Mr. Nobuyuki Hirano, whereby, in accordance with the provisions of Article 427, paragraph (1) of theCompanies 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 bonafide without gross negligence. If they are elected, such agreements shall be continued. Moreover, if Mr. Seiji
Izumisawa is elected, the Company intends to enter into an agreement to the same effect with him.
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 on page 48 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 withthe same 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, there was an act
in violation of the Act against Unjustifiable Premiums and Misleading Representations in relation torepresentations in the catalogs, etc. of the company’s vehicles that had engaged in improper conduct in fuelconsumption testing. In January and July 2017, the Consumer Affairs Agency issued an administrative orderand an order to pay a penalty. Furthermore, in May 2018 it emerged that certain technical intern trainees
from overseas at Mitsubishi Motors Corporation’s Okazaki Plant were not being trained in accordance witha technical intern training plan for which approval had been received from the Organization for TechnicalIntern Training. In January 2019, approval for Mitsubishi Motors Corporation’s technical intern training plan

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was canceled in accordance with the Act on Proper Technical Intern Training and Protection of TechnicalIntern Trainees, and the company received an improvement order. Mr. Kobayashi was unaware of these facts,
but had routinely emphasized at meetings of the Board of Directors and at other times the importance ofadhering to laws and regulations. Moreover, after these facts came to light he discharged his responsibilities
by giving instructions for a thorough investigation into the matters, 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.

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Fourth Item of Business:

Election of One (1) Audit & Supervisory Board Member

The term of office of Audit & Supervisory Board Member Mr. Michio Atsuda will expire at the close of thisMeeting.
Therefore, you are hereby requested to newly elect one (1) Audit & Supervisory Board Member.
The Audit & Supervisory Board has given its consent for this proposal.
The candidate is as follows.
Name

Career Summary and Positions at the Company

Number of theCompany’s
Shares Owned[Career Summary]
April 1986
Joined the Company
April 2002
General Manager, ITS Business Group of the Company
October 2003
General Manager, Public Solutions Business Group of theCompany
October 2006
General Manager, Business Planning Office of Solution
Management Division of the Company
October 2010
General Manager, Social System Research Division of theCompany
October 2013
General Manager, Planning and Administration Office of Socialand Public Affairs Unit of the Company(Concurrently)
General Manager, Planning and Administration Office of
Science and Technology Unit of the Company
October 2014
General Manager, Planning and Administration Office of Policy
3,800
and Public Affairs Business Unit of the Company
December 2014 Executive Officer and General Manager, Planning andToshiyuki Ogawa
Administration Office of Policy and Public Affairs Business
Unit of the Company[Date of Birth]
October
2015
Executive Officer and General Manager, Corporate Planning
June 4, 1961
Divisionof the Company(61 years old)
October 2017
Executive Officer of the Company
President of MRI Research Associates, Inc.
Newly elected
October 2020
Executive Officer and General Manager, Policy Consulting Unitof the Company
December 2021 Managing Executive Officer and General Manager, Policy
Consulting Unit of the Company
October 2022
Managing Executive Officer of the Company (incumbent)[Positions at the Company]
Managing Executive Officer[The Reasons for Nomination as Audit & Supervisory Board Member]
Mr. Toshiyuki Ogawa is newly recommended as a candidate for Audit & Supervisory Board Member as he is expected
to appropriately perform his duties as an Audit & Supervisory Board Member of the Company, including audit on its
business execution, based on his abundant business experience at the Company and management experience at its
subsidiary.

(Notes)1. There are no special interests between the candidate for Audit & Supervisory Board Member and theCompany.
2. If Mr. Toshiyuki Ogawa is elected, the Company will enter into a liability limitation agreement with him,
whereby, in accordance with the provisions of Paragraph 1 of Article 427 of the Companies Act, his liability
for damages stipulated in Paragraph 1 of Article 423 of the said Act is limited to the amount as prescribedby the relevant laws and regulations, insofar as he executes his duties bona fide without gross negligence.
3. 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 on page 48 for the business report (in Japanese only). If Mr. Toshiyuki Ogawa is elected, he will be
included in the policy as an insured. Furthermore, the Company plans to renew the policy with the sameterms during the term of office of the candidate for Audit & Supervisory Board Member.

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(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(61 years old)

2 years

100% (11/11)

100% (12/12)

Toshiyuki Ogawa(61 years old)

―

―

―

Kenji Matsuo(73 years old)

7 years

100% (11/11)

100% (12/12)

Kunio Ishihara(79 years old)

3 years

100% (11/11)

100% (12/12)

Yutaka Kawakami(70 years old)

2 years

100% (11/11)

100% (12/12)- 18 -