This is an English translation of the Japanese original for reference purposes only.
Some of documents referred herein may be provided in Japanese.
June 4, 2020
Ryoichi Oka
President and Representative Director
Mitsui E&S Holdings Co., Ltd.
6-4, Tsukiji 5-chome, Chuo-Ku, Tokyo, Japan

To Our Shareholders:
NOTICE OF THE 117TH ORDINARY GENERALMEETING OF SHAREHOLDERS
You are hereby notified of the 117th Ordinary General Meeting of Shareholders of Mitsui E&S Holdings
Co., Ltd. (the “Meeting”) to be held on Thursday, June 25, 2020, as described below.
Recently, Japanese Government and Prefectural governors strongly requested not to go out in order toprevent spread of the new coronavirus (COVID-19). As the result of careful consideration to this situation,
we have decided to hold the Meeting with appropriate measures to prevent the infection.
Considering this situation of strong request not to go out, shareholders are strongly requested to vote inwriting or on the Internet by 5 p.m. on Wednesday, June 24, 2020 according to ‘‘INFORMATION ON
EXERCISING VOTING RIGHTS’’ in pp. 5-7. after reviewing Reference Documents for the General
Meeting of Shareholders. Please avoid visiting place of the Meeting, regardless of your physical conditionin order to continue preventing the infection.

1. Date and Time: Thursday, June 25, 2020, at 10:00 A.M.
2nd Floor, Hamarikyu-Mitsui Building,

2. Place:

5-6-4, Tsukiji, Chuo-Ku, Tokyo
3. Objectives(a) Matters to be reported(1) Report of Business Report and Consolidated Financial Statements for the 117th
Business Term from April 1, 2019 to March 31, 2020 (the “Term”) as well as
Accounting Auditor’s Report and Board of Corporate Auditors’ Report on theConsolidated Financial Statements(2) Report of Financial Statements for the Term1

(b) Matters to be resolved
Agenda Item No. 1:

Election of six (6) Directors

Agenda Item No. 2:

Election of three (3) Corporate Auditors

Agenda Item No. 3:

Election of one (1) Substitute Corporate Auditor

Please note:-Among documents the Company should provide in this Notice, items described below are not included in
the attached documents of this Notice because they are provided by the Internet on the Company’s website
under laws and regulations and Article 16 of the Company’s Articles of Incorporation.
a) ‘‘Subscription Rights to Shares’’ of the Business Reportb) ‘‘Consolidated Statements of Changes in Net Assets’’ and ‘‘NOTES TO CONSOLIDATEDFINANCIAL STATEMENTS’’ in the Consolidated Financial Statements.
c) ‘‘Statements of Changes in Net Assets’’ and ‘‘NOTES TO FINANCIAL STATEMENTS’’ in the
Financial Statements.
These items were included in the Business report, the Consolidated Financial Statements, and the Financial
Statements which were audited by the Corporate Auditors preparing the Board of Corporate Auditors’
Report, and by the independent auditors preparing the Independent Auditor’s Report, respectively.

-

The resolution of the Meeting will be published by the Internet on the Company’s website instead of
notifying via postal mail.

-In case amendments are made to the Reference Documents, Business Report, Consolidated Financial
Statements and Financial Statements of the General Meeting of Shareholders, such amendments will be
published by the Internet on the Company’s website.

-

In order to prevent infection and spreading of new coronavirus (COVID-19), our measures against
COVID-19 at the Meeting is written in page 4. We would appreciate your understanding and cooperation.
Depending on the spreading situation of COVID-19 or government announcement from now on, we mightchange operation of the Meeting to give first priority to safety of Shareholders. If we unavoidably change
the operation such as time or place of the Meeting, we will post it on Company’s website. Please checkour website before you attend the Meeting.
No souvenirs will be provided to the shareholders attending the Meeting which were used to
be provided. We would appreciate your understanding.
The Company’s Website: https://www.mes.co.jp/2

Dear shareholders
I would like to express my gratitude for your continued and exceptional support. I would also like toexpress my deepest sympathies to all those affected by the new coronavirus infection (COVID-19) andto all concerned. I sincerely pray for the earliest recovery.
In FY2019, it is urgent to recover the financial foundation which was significantly damaged by largescale loss in overseas projects, continuing from FY2018. Under these circumstances, we deeply apologize
for all of you that we are not able to provide dividend for the Term-end. We sincerely apologize for muchinconvenience caused to you.
By certainly executing Mitsui E&S Group Business Revitalization Plan, we will reinforce financial andprofit structure and reforming the business structure, such as withdrawing from unprofitable business andfostering growing business which will be new primary source of revenue. We will also exert our best
endeavor to improve the corporate value of the Company Group. We would deeply appreciate yourcontinued support in the future.
June 2020
Ryoichi Oka
President, Representative Director, and CEO<Company Philosophy>
To continue working as a company trusted by the society and people through our products and services.
The main business of the Company Group is manufacturing which provides environmentally friendly
products and services helpful for the society and people based on excellent technologies. It is our
purpose and mission to achieve trust from the society and people by contributing to development of
the society through our manufacturing. Without the trust, our continuation would be impossible.
<Management Policy>
Build further satisfaction for our customers
Provide safe and rewarding workplace environment for employees
Contribute to development of the society
Pursue profits for sustainable continuation of the Company

3

Announcement for measure against infection of the new coronavirus
In order to prevent infection and spreading of the new coronavirus (COVID-19) and to give priority to yoursafety, we plan our measures against COVID-19 at the Meeting as described below. We would appreciate yourunderstanding and cooperation.
1. Shareholders are strongly requested to vote in writing or on the Internet according to “INFORMATION
ON EXERCISING YOUR VOTING RIGHTS” in pp. 5-7. Please avoid visiting place of the Meeting
regardless of your physical condition in order to continue preventing the infection.
Please note that voting by voting form (in writing) may pose infection risk through the process of returning
your voting form and the counting process. Therefore, we request you to vote on the Internet as much as
possible for the early voting.
2. Shareholders who plans to attend the Meeting is requested to check the spread situation on the day of the
Meeting and their physical condition and to consider preventing the infection such as wearing a mask.
3. On the day of the Meeting, we will ask you at reception desk to cooperate by wearing a mask and spraying
alcohol for disinfection. We will conduct body temperature measurement of shareholders. We may restrict
admission such as refusing admission of the shareholders who are confirmed to have a fever.
4. At the place of the Meeting, there is possibility that we might not be able to secure a sufficient number ofseats because we will leave wide space between seats of shareholders. In addition, we may take othermeasures necessary to prevent the infection.
5. Our officers and management staffs will wear masks at the Meeting.
6. At the Meeting, we will shorten the time of proceedings and omit details explanation of matters to bereported and matters to be resolved. Shareholders who plans to attend the Meeting is requested to review
the notice of the meeting.

We sincerely hope that the infection of new coronavirus will end as early as possible.

4

INFORMATION ON EXERCISING VOTING RIGHTS
Exercise of voting rights in the General Meeting of Shareholders is an important right of our shareholders.
You are asked to consider the accompanying Reference Documents for the Meeting and exercise yourvoting rights.
There are following three methods for exercising your voting rights:

If you attend theMeeting

If you cannot attend the Meeting

Present at the Reception Desk

Submit by Postal

Enter on the Internet

Mail
When attending the Meeting,

Please indicate your

Please access the website

please present

enclosed

vote for each proposal

designated for voting byvoting form at the reception

on the voting form andthe Company and enterdesk.

return it.

your

the

vote

for

each

In addition, in order to conserve

proposal in accordance

resources,withplease bringthisNotice.

theonlineinstruction.
The website designatedfor voting
https://www.web54.net
Please refer to the next
page for detail.

Date and Time of the Meeting

Exercise Deadline

Exercise Deadline

Thursday, June 25, 2020

A form arriving until

A vote entered until

10:00 A.M.

5:00 P.M.,

5:00 P.M., Wednesday,

Wednesday, June 24,

June 24, 2020, is valid.

2020 is valid.

(See Instruction (B))(See Instruction (A))

Instruction (A):How to fill in the voting form
Please fill in your vote for each proposed agenda on the voting form.
If you are in favor of the agenda item, place a circle mark in the upper box which describes “Yes.”
If you are against for the agenda item, place a circle mark in the lower box which describes “No.”In a case you deny some of candidates (Agenda Item No. 1 and No.2), please place a circle markin the upper box and fill in the number of the candidate you disagree.
*The ‘‘voting code’’ and the ‘‘password’’, which are necessary for exercising your voting rights throughthe Internet, are written on the other side of the voting form.
5(1) In case that no indication of yeas or nays is made for each proposal, the Company regard such a
proposal as to be voted in favor.
(2) For the votes cast twice or more by the Internet, etc. by the same shareholder, the one received at thelatest shall prevail.
(3) For the overlapped votes received both by a voting form and by the Internet, etc. from the same
shareholder, the vote received at the latest shall prevail, and for the votes by a voting form and by theInternet received on the same day, the vote on the Internet shall prevail.

Instruction (B)Information on Exercising Voting Rights on the Internet
If you exercise your voting right on the Internet, you are asked to access the website designated for voting
by the Company by a personal computer or a smart phone and to exercise your voting right in accordancewith the online instruction.
A dedicated website for a mobile phone is not established. We would appreciate your understanding.
The website designated for voting by the Company

https://www.web54.net

Deadline of exercising voting right: Accepted until 5:00 P.M., Wednesday, June 24, 2020
The first method: Scanning QR Code (“Smart Voting”)
You can login the website designated for voting without entering voting code and password.
1. Scan QR Code written

2. In the following

Note: Voting by theon the lower right ofpages, please enter“Smartyour voting form

youravailable only once.

vote

in

Voting”

isaccordance with the

To change the content

online instruction.

of your voting, please
access to the website
for personal computerand enter “voting code”
and‘‘password’’

written on your voting
form and vote again.
If you scan QR Codeagain, you will accessto website for personal
computer.

6

The second method: Entering Voting Code and Passwords
1. Access to the website

2. Log in

3. Enter the password

designated for voting
http://www.web54.net

Enter‘‘voting

Enter the ‘‘password’’

Click the left button

code’’ written on yourwritten on your voting(which means ‘‘proceed tovoting form and click

form and click thethe next page’’).

the left button (which

button (which means

means ‘‘log in’’).

“proceed to the next

thepage”).
*In case it is the first

In the following pages,

time to “log in”, youplease enter your votewill proceed to thein accordance withpage

the online instruction.

forchanging

password.
<Security of a password and a voting code>(1) A password is important information by which a voting person is confirmed as a shareholder. Please secure
your password confidentiality as same as your bank pin code or seal.
(2) Please note that if an incorrect password is entered more than a specified number of times, you will be
unable to access a main screen. In a case you wish to obtain a new password, please follow instructions on
a screen.
(3) The password written on your voting form is effective only for this General Meeting of Shareholders.

<Contact Information for inquiries>
In a case operation method regarding exercising voting right through the Internet, etc. is unclear, please contact
the Securities support described below.
Sumitomo Mitsui Trust Bank, Limited
Dedicated line for Stock Transfer Agency web support
Phone: 0120 (652) 031 (Toll free only in Japan)

Use of the Platform for Electronic Exercise of Voting Rights
It is also possible for institutional investors to exercise their voting rights by electronic method from the‘‘Platform for Electronic Exercise of Voting Rights’’ of ICJ Ltd.

7

REFERENCE DOCUMENTS FOR GENERAL MEETING OF SHAREHOLDERS
For Agenda Item No.1: Election of six (6) Directors
As the terms of office of all Directors (10 members) are to expire at the conclusion of this Ordinary
General Meeting of Shareholders, we propose to elect six (6) members of the Board of Directors. The
candidates are as follows:
No.

Name

Current position and area ofClassification

responsibility in the Company

Frequency ofattendance at theBoard of Directors
meetings (during
the Term)

1

Ryoichi Oka

President

Reappointment

Representative Director

15 out of 15(100%)*

CEO and in charge of Audit Dept.
and Engineering Business
Management Dept.
2

Keigo

Vice President

Matsubara

Representative Director

Reappointment

15 out of 15(100%)*

Assistant of President, CFO and in
charge of Finance & Accounting
Dept. and IR Dept.
3

Shoichi

Director

Taguchi

CISO, CCO and in charge ofCorporate Planning Dept.,

Reappointment

14 out of 15(93%)*

Human

Resources & General Affairs Dept.,and Legal Dept.
45

Taketsune

General Manager of Corporate

Matsumura

Planning Dept.

Toshikazu

Outside Director

TanakaNew candidate
Reappointment

20 out of 20

Outside(100%)

Independent
6

YoshioNew candidate

Haga

OutsideIndependent(Notes)1. New candidate: a candidate for a new Director
2. Reappointment: a candidate for reappointment as a Director
3. Outside: a candidate for an Outside Director84. Independent: a candidate for an independent Director*Frequency of attendance is calculated based on the number of the meetings held after the candidate wasappointed to Director.

9

1.

Ryoichi Oka (October 8, 1958 / 5,600 shares)

Reappointment

Term of office as Director: 2 years
Frequency of attendance at the Board of Directors meetings: 15 out of 15 (100%)[Candidate’s career summary, position and area of responsibility in the Company]
April

1981

Joined the Company

July

2005

General Manager of Production Planning Dept., Machinery Factory,
Machinery & Systems Hq.

March

2006

General Manager of Quality Assurance Dept., Machinery Factory,
Machinery & Systems Hq.

January

2011

General Manager of Diesel Design Dept., Machinery Factory, Machinery& Systems Hq.

November 2013

General Manager of Service Center, Technoservice Dept., Machinery &Systems Hq.

April

2014

Associate Executive Officer and General Manager of Technoservice Dept.,
Machinery & Systems Hq.

April

2015

Executive Officer

April

2016

Deputy General Manager of Machinery & Systems Hq. (in charge ofindustrial machinery)

April

2017

Managing Executive Officer and General Manager of Machinery &Systems Hq.

June

2017

Director

April

2018

President and Representative Director of Mitsui E&S Machinery Co., Ltd.

June

2018

Resigned Director of the Company.

April

2019

President (to date)
COO, CISO and in charge of Corporate Planning Dept.

June

2019

Representative Director and in charge of Audit Dept. (to date)November 2019

In charge of Engineering Business Management Dept. (to date)

January

CEO (to date)

2020[Important concurrent position outside the Company]
Not applicable[The reason he was selected as a candidate for a Director]
Mr. Ryoichi Oka has distinguished knowledge of Machinery business. He served as General
Manager of Machinery & Systems Hq., Director of the Company, and President andRepresentative Director of Mitsui E&S Machinery Co., Ltd., etc., and acquired outstanding
management skills through his experience. In addition to those described above, in order tocontinue to promote improvement of finance and profit structure and structural reform of the10Company Group, we successively selected him as a candidate for a Director.
[Special interest between the candidate and the Company]
Not applicable

11

2.

Keigo Matsubara (December 10, 1955 / 2,300 shares)

Reappointment

Term of office as Director: 1 year
Frequency of attendance at the Board of Directors meetings: 15 out of 15 (100%)[Candidate’s career summary, position and area of responsibility in the Company]
April

1979

Joined Mitsui & Co.

April

2007

Manager of Work Process Management Div. 1, Mitsui & Co.

April

2009

General Manager of Finance Division, Mitsui & Co.

April

2011

Manager of Accounting Division, Mitsui & Co.

April

2012

Executive Officer and Assistant CFO of Mitsui & Co.

April

2015

Senior Executive Officer and CFO of Mitsui & Co.

June

2015

Representative Director, Senior Executive Officer and CFO of Mitsui &
Co.

April

2017

Representative Director, Executive Managing Officer and CFO of Mitsui &
Co.

April

2018

Director, Mitsui & Co.

June

2018

Adviser, Mitsui & Co.

March

2019

Adviser, the Company

June

2019

Vice President, Assistant of President, CFO and in charge of Finance &Accounting Dept. and IR Dept. (to date)Director

January

2020

Representative Director (to date)[Important concurrent position outside the Company]
Not applicable[The reason he was selected as a candidate for a Director]
Mr. Keigo Matsubara has sufficient knowledge of business operation and overall corporate
management acquired through his experience as an executive of a general trading company andhas outstanding expertise through his experience in financial affairs and accounting for a long
period. In addition to those described above, in order to improve finance and profit structure of
the Company, we successively selected him as a candidate for a Director.
[Special interest between the candidate and the Company]
Not applicable

12

3.

Shoichi Taguchi (April 9, 1958 / 4,700 shares)

Reappointment

Term of office as Director: 1 years
Frequency of attendance at the Board of Directors meetings: 14 out of 15 (93%)[Candidate’s career summary, position and area of responsibility in the Company]
April

1985

Joined the Company

June

2013

General Manager of Machinery Factory, Machinery & Systems Hq.

April

2014

Associate Executive Officer

April

2015

Executive Officer

April

2016

Managing Executive Officer, General Manager of Tamano Works andSpecial Mission by President (in charge of manufacturing)

October

2017

General Manager of General Affairs Dept., Tamano Works

March

2018

President and Representative Director of Mitsui E&S Business Service
Co., Ltd.

December 2018

General Manager of Tamano General Office, Human Resources & General
Affairs Dept., the Company

June

2019

Director, CISO, CCO, and in charge of Corporate Planning Dept., Human
Resources & General Affairs Dept., and Legal Dept.. (to date)
In charge of Technical Co-ordination Dept.

March

2020

Director of MODEC, Inc. (to date)

April

2020

President and Representative Director of Mitsui E&S Business Service
Co., Ltd. (to date)[Important concurrent position outside the Company]
Director of MODEC, Inc.
President and Representative Director of Mitsui E&S Business Service Co., Ltd.
[The reason he was selected as a candidate for a Director]
Mr. Shoichi Taguchi has distinguished knowledge of Machinery business. He served as General
Manager of Machinery Factory, Machinery & Systems Hq., as General Manager of Tamano
Works and as President and Representative Director of Mitsui E&S Business Service Co., Ltd.,etc., and acquired outstanding management abilities through his experience. Considering thosedescribed above, we successively selected him as a candidate for a Director.
[Special interest between the candidate and the Company]
Not applicable134. Taketsune Matsumura (May 25, 1967 / 2,000 shares)

New candidate[Candidate’s career summary, position and area of responsibility in the Company]
April

1991

Joined the Company

April

2005

Manager of Basic Design Dept., Ship & Ocean Project Hq.

April

2015

General Manager of Basic Design Dept., Ship & Ocean Project Hq.

February 2018

General Manager of Strategic Planning Sect. of Corporate Planning Dept.,
Corporate Planning Hq. and Manager of IR Dept.

March

2018

Director of MODEC, Inc.

March

2019

General Manager of Corporate Planning Dept., the Company (to date)[Important concurrent position outside the Company]
Not applicable[The reason he was selected as a candidate for a Director]
Mr. Taketsune Matsumura has sufficient knowledge of ship business operation and corporate
planning acquired through his experience as a Director of MODEC and General Manager ofCorporate Planning Dept. of the Company. In addition to those described above, in order toimprove management of the Company, we newly selected him as a candidate for a Director.
[Special interest between the candidate and the Company]
Not applicable145. Toshikazu Tanaka (February 7, 1945 / 2,000 shares)
Candidate for reappointment as an independent, Outside Director
Term of office as Outside Director: 5 years
Frequency of attendance at the Board of Directors meetings: 20 out of 20 (100%)[Candidate’s career summary, position and area of responsibility in the Company]
April

1968

Joined Toyo Koatsu Industries Co., Ltd. (Mitsui Toatsu Chemicals Inc.)

June

1999

Director and General Manager of Phenols Division, Basic Chemicals
Business Sector of Mitsui Chemicals, Inc.

June

2003

Managing Director and Deputy President of Basic Chemicals BusinessGroup of Mitsui Chemicals, Inc.

June

2004

Basic Chemicals Business Group President

June

2005

Vice President and Basic Chemicals Business Group President

April

2007

Responsible for Basic Chemicals Business Sector, Corporate Planning
Division, Group Management Division, Branch Offices and Overseas
Subsidiaries & Affiliates

June

2009

President of Mitsui Chemicals, Inc.

April

2014

Director of Mitsui Chemicals, Inc.

June

2014

Senior Advisor of Mitsui Chemicals, Inc.

June

2015

Outside Director of the Company (to date)

June

2018

Advisor of Mitsui Chemicals, Inc. (to date)

June

2020

Scheduled to be appointed to Honorary Advisor of Mitsui Chemicals, Inc.

[Important concurrent position outside the Company]
Honorary Advisor of Mitsui Chemicals, Inc.
[The reason he was selected as a candidate for an Outside Director]
Mr. Toshikazu Tanaka has sufficient and overall experience and knowledge of domestic andoverseas business operation and corporate management acquired as an executive of a major
integrated chemical company for a long period. We expect him to advise the overallmanagement of the Company with a broad perspective and to oversee and supervise
management of the Company from an independent position. Considering those described above,
we successively selected him as a candidate for an Outside Director.
[Special interest between the candidate and the Company]
Not applicable15

(Notes)1.

Based on the provision of Article 427, paragraph 1 of the Companies Act, the Company has enteredinto a Liability Limitation Agreement with Mr. Toshikazu Tanaka that limits the amount of his
liability as set forth in Article 423, paragraph 1 of the same Act. The limit on liability for damages
under the said agreement is ten (10) million yen or the minimum liability amount provided by laws
and regulations, whichever is higher. When this agenda item is approved, the Company intends tocontinue the agreement it has entered into with him.

2.

Mr. Toshikazu Tanaka satisfies the conditions of ‘‘The Standard of Independence’’ provided by Tokyo
Stock Exchange, and ‘‘The Standard of Independence of Outside Directors and Corporate Auditors,’’
which the Company determines (See the reference 2 below) (hereinafter collectively referred to as“The Standard of Independence”). When this agenda item is approved, the Company intends tocontinue assigning him as independent Director.
There is a business connection about sales and purchase, etc. of parts of plants and material, etc. with
Mitsui Chemicals, Inc., where Mr. Toshikazu Tanaka was an executive in the past and now is engaged
as an Advisor. In the Term, the share of the net sales of the said company from the Company Groupis less than 0.1 % of the total consolidated net sales of the said company for the Term. On the other
hand, the share of the net sales of the Company Group from the said company is more than 2.0 % andless than 2.5 % of the total consolidated net sales of the Company for the Term. Accordingly, we
judge the said company as a main customer of the Company Group defined in The Standard of
Independence. However, after he retired from Director of the said company in June 2014, he has been
engaged as non-executive Senior Advisor or Advisor and he will be appointed to non-executive
Honorary Advisor from June 2020. Therefore, the business connection has no importance as toinfluence his independence as Outside Director. In addition, Mitsui E&S Engineering Co., Ltd, which
is a wholly-owned subsidiary of the Company, guarantees debt of 1,089 million yen arising out of theloan from financial institution(s) in collaboration business with the said company.
The Company held shares of Mitsui Chemicals, Inc., where Mr. Toshikazu Tanaka was an executive
in the past and now is engaged as Advisor, as of March 31, 2019. However, the Company sold all of
the shares during the Term and the Company does not have any share of the said company as of March
31, 2020.

16

6. Yoshio Haga (December 24, 1949 / 0 shares)
New candidate as an independent and Outside Director[Candidate’s career summary]
April

1974

Joined Jujo Paper Co., Ltd.

July

1995

General Manager of Pulp Production Dept., Ishinomaki Mill of Nippon
Paper Industries Co., Ltd.

June

2002

Associative Director and General Manager of Komatsushima Mill of Nippon
Paper Industries Co., Ltd.

June

2005

Director, General Manager of Corporate Planning Div. and Corporate
Planning Dept., Nippon Paper Industries Co., Ltd.
Director of Nippon Paper Group, Inc.

April

2006

Managing Director and General Manager of Corporate Planning Div. of
Nippon Paper Industries Co., Ltd.

June

2006

Director of Nippon Paper Group, Inc.

June

2007

Director of Nippon Paper Group, Inc. and General Manager of Corporate
Planning Div. of Nippon Paper Group Co., Ltd.

May

2008

Chairman of Japan Paper Association

June

2008

President and Representative Director of Nippon Paper Group, Inc.
President and Representative Director of Nippon Paper Industries Co., Ltd.

April

2013

President, Representative Director, and President Corporate Officer of
Nippon Paper Industries Co., Ltd.

June

2014

Chairman and Representative Director of Nippon Paper Industries Co., Ltd.

June

2019

Special Corporate Advisor of Nippon Paper Industries Co., Ltd. (to date)[Important concurrent position outside the Company]
Special Corporate Advisor of Nippon Paper Industries Co., Ltd.
[The reason he was selected as a candidate for an Outside Director]
Mr. Yoshio Haga has sufficient and overall experience and knowledge of domestic and overseas
business operation and corporate management acquired as an executive of a major paper
company for a long period. We expect him to advise the overall management of the Company
with a broad perspective and to oversee and supervise management of the Company from an
independent position. Considering those described above, we newly selected him as a candidate
for an Outside Director.
[Special interest between the candidate and the Company]
Not applicable17

(Notes)1.

When this agenda item is approved, the Company intends to enter into a Liability Limitation
Agreement with Mr. Yoshio Haga that limits the amount of his liability as set forth in Article 423,
paragraph 1 of the same Act, based on the provision of Article 427, paragraph 1 of the Companies
Act. The limit on liability for damages under the agreement is ten (10) million yen or the minimum
liability amount provided by laws and regulations, whichever is higher.

2.

Mr. Yoshio Haga satisfies the conditions of ‘‘The Standard of Independence’’ provided by Tokyo
Stock Exchange, and ‘‘The Standard of Independence of Outside Directors and Corporate Auditors,’’
which the Company determines (See the reference 2 below). When this agenda item is approved, theCompany intends to report him as independent Director to Tokyo Stock Exchange.

18

For Agenda Item No.2: Election of three (3) Corporate Auditors
As the terms of office of Corporate Auditors, Mr. Takahiro Hiraiwa, Mr. Osamu Endo, and Mr. Koichi
Tanaka are to expire at the conclusion of this Ordinary General Meeting of Shareholders, we propose
to elect three (3) members of the Corporate Auditors. As for proposing this agenda item, we alreadyobtained consent of the Board of Corporate Auditors. The candidates are as follows:
No.

Name

Current position

Classification

Frequency ofFrequency ofand area ofattendance at theattendance at the Board

responsibility inBoard ofof Directors meetings

the Company

Corporate Auditor(during the Term)(during the Term)

1

Yuuichi

New candidate

Shiomi2

3

Koichi

OutsideReappointment

14 out of 14

20 out of 20

TanakaCorporate

Outside(100%)(100%)

AuditorIndependent

Seiichi

New candidate

Ueno

OutsideIndependent(Notes)1. New candidate: a candidate for a new Corporate Auditor
2. Reappointment: a candidate for reappointment as a Corporate Auditor
3. Outside: a candidate for an Outside Corporate Auditor

4. Independent: a candidate for an independent Corporate Auditor

19

1.

Yuuichi Shiomi (October 20, 1958 / 2,000 shares)

New Candidate[Candidate’s career summary, position and area of responsibility in the Company]
April

1982

Joined the Company

April

2010

General Manager of Accounting Dept., Tamano Works

May

2013

Manager of Finance & Accounting Dept. and Export Control Dept.

April

2014

Associate Executive Officer and General Manager of Financial Affairs &Accounting Dept.

April

2015

Executive Officer

April

2017

Managing Executive Officer, CFO and in charge of IR Dept.

June

2017

Director

June

2019

President and Representative Director of Mitsui E&S Business Service
Co., Ltd.

April

2020

Director of Mitsui E&S Business Service Co., Ltd. (to date)

June

2020

Scheduled to retire from Director of Mitsui E&S Business Service Co.,Ltd.

[Important concurrent position outside the Company]
Not applicable[The reason he was selected as a candidate for a Corporate Auditor]
Mr. Yuuichi Shiomi has distinguished knowledge of finance & accounting. In addition, he
conducted role in the management of the Company as General Manager of Finance &Accounting Dept. and CFO of the Company, and President and Representative Director of
Mitsui E&S Business Service Co., Ltd. and is familiar with its actual situation of theCompany. Mr. Yuuichi Shiomi has sufficient and overall experience and knowledge offinancial affairs and accounting acquired through his work for financial affairs andaccounting for a long period. Therefore, we judged him capable of carrying out audit
properly and we newly selected him as a candidate for a Corporate Auditor.
[Special interest between the candidate and the Company]
Not applicable

20

2.

Koichi Tanaka (October 21, 1955 / 3,600 shares)
Candidate for reappointment as for an independent, Outside Corporate Auditor
Term of office as Outside Auditor: 4 years
Frequency of attendance at the Board of Directors meetings: 20 out of 20 (100%)
Frequency of attendance at the Board of Corporate Auditors meetings: 14 out of 14 (100%)[Candidate’s career summary, position and area of responsibility in the Company]
April

1980

Joined Mitsui & Co., Ltd.

October

2003

General Manager of Finance Division, Mitsui & Co., Ltd.

April

2009

General Manager of Segment Controller Division, Mitsui & Co., Ltd.

April

2010

Managing Officer and General Manager of Segment Controller Division,
Mitsui & Co., Ltd.

April

2011

Managing Officer, Deputy CFO and General Manager of Segment
Controller Division, Mitsui & Co., Ltd.

April

2012

Executive Managing Officer and CCO, Mitsui & Co., Ltd.

June

2012

Representative Director, Executive Managing Officer and CCO, Mitsui &Co., Ltd.

April

2014

Representative Director, Senior Executive Managing Officer and CCO,
Mitsui & Co., Ltd.

April

2015

Director, Mitsui & Co., Ltd.

June

2015

Counselor, Mitsui & Co., Ltd.
Outside Director of AIG Japan Holdings KK (to date)

June

2016

Outside Corporate Auditor (to date)

June

2018

Outside Corporate Auditor of Honda Trading Corporation (to date)[Important concurrent position outside the Company]
Outside Director of AIG Japan Holdings KK
Outside Corporate Auditor of Honda Trading Corporation[The reason he was selected as a candidate for an Outside Corporate Auditor]
Mr. Koichi Tanaka has sufficient discernment of business operation and overall corporate
management acquired through his experience mainly as an executive of a general trading
company. In addition, he was engaged in financial affairs and accounting for a long period andhas substantial knowledge of financial affairs and accounting. Therefore, we judged him
capable of carrying out audit properly based on an objective point of view and successively
selected him as a candidate for an Outside Corporate Auditor.

21

[Special interest between the candidate and the Company]
Not applicable(Notes)1.

Based on the provision of Article 427, paragraph 1 of the Companies Act, the Company has entered into a
Liability Limitation Agreement with Mr. Koichi Tanaka that limits the amount of his liability as set forth in
Article 423, paragraph 1 of the same Act. The limit on liability for damages under the said agreement is ten(10) million yen or the minimum liability amount provided by laws and regulations, whichever is higher.
When this agenda item is approved, the Company intends to continue the agreement it has entered intowith him.

2.

Mr. Koichi Tanaka satisfies the conditions of ‘‘The Standard of Independence’’ provided by Tokyo Stock
Exchange, and ‘‘The Standard of Independence of Outside Directors and Corporate Auditors,’’ which theCompany determines (See the reference 2 below). When this agenda item is approved, the Company
intends to continue assigning him as independent Corporate Auditor.
There is a business connection with respect to sales and purchase of equipment and so on between the
Company and Mitsui & Co., Ltd., where Mr. Koichi Tanaka was an executive in the past. However, thebusiness connection is not at a level of importance that would influence his independence as an Outside
Corporate Auditor, as the share of the net sales of the said company from the Company Group is less than
0.1 % of the revenue of the said company’s group of the Term. In addition, the share of the net sales of theCompany Group from the said company is less than 1 % of the total consolidated net sales of the Companyof the Term.
The Company held shares of Mitsui & Co., Ltd., of which Mr. Koichi Tanaka was an executive in the past,
as of March 31, 2019. However, the Company sold all of the shares during the Term and the Company
does not have any share of the said company. as of March 31, 2020.

22

3.

Seiichi Ueno (June 14, 1957 / 0 shares)
New candidate as an independent, Outside Corporate Auditor[Candidate’s career summary]
April

1981

Joined Mitsui Bank

April

2007

General Manager of Corporate Banking Dept. VI, Sumitomo Mitsui
Banking Corporation

April

2010

Executive Officer and General Manager of Corporate Credit Dept.,
Sumitomo Mitsui Banking Corporation

April

2012

Managing Executive Officer of Sumitomo Mitsui Banking Corporation

May

2013

Managing Executive Officer and General Manager of Credit Control Hq.,
Sumitomo Mitsui Card Company, Limited.

April

2014

Senior Managing Executive Officer of Sumitomo Mitsui Card Company,
Limited. (to date)

June

2017

Representative Director of Sumitomo Mitsui Card Company, Limited.

March

2020

Retired from Representative Director of Sumitomo Mitsui Card Company,
Limited.

June

2020

Scheduled to retire from Senior Managing Executive Officer of Sumitomo
Mitsui Card Company, Limited.

[Important concurrent position outside the Company]
Not applicable[The reason he was selected as a candidate for a Corporate Auditor]
Mr. Seiichi Ueno has sufficient discernment of economic trend and overall corporate
management acquired through his experience as an executive of a financial institution.
Therefore, we judged him capable of carrying out audit properly based on an objective pointof view and newly selected him as a candidate for an Outside Corporate Auditor.
[Special interest between the candidate and the Company]
Not applicable(Notes)1.

When this agenda item is approved, the Company intends to enter into a Liability Limitation Agreementwith Mr. Seiichi Ueno that limits the amount of his liability as set forth in Article 423, paragraph 1 ofCompanies Act, based on the provision of Article 427, paragraph 1 of the same Act. The limit on liability
for damages under the agreement is ten (10) million yen or the minimum liability amount provided by laws
and regulations, whichever is higher.

2.

Mr. Seiichi Ueno satisfies the conditions of ‘‘The Standard of Independence’’ provided by Tokyo Stock23

Exchange, and ‘‘The Standard of Independence of Outside Directors and Corporate Auditors,’’ which theCompany determines (See the reference 2 below). When this agenda item is approved, the Company
intends to report him as independent Director to Tokyo Stock Exchange.
The Company is borrowing 29,690 million yen as of March 31, 2020 from Sumitomo Mitsui Banking
Corporation, where Mr. Seiichi Ueno was an executive in the past, and the said bank holds a part of sharesof the Company. However, neither the Company’s degree of dependency on borrowings from the saidbank, nor the said bank’s shareholding ratio in the Company are higher than those of other companies. In
addition, there is a business connection with respect to card usage fee between the Company and
Sumitomo Mitsui Card Company, Limited., where he is engaged as an executive. However, the businessconnection is not at a level of importance that would influence his independence as an Outside Corporate
Auditor, as the share of the net sales of the said company from the Company Group is less than 0.1 % of
the total consolidated ordinary revenue of the said company of the Term, and there is no sales from theCompany Group to the said company during the Term.
The Company held shares of Sumitomo Mitsui Financial Group, Inc., which is the parent company of bothof Sumitomo Mitsui Banking Corporation, where Mr. Seiichi Ueno was an executive in the past, andSumitomo Mitsui Card Company, Limited, where Mr. Seiichi Ueno is engaged as an executive, as ofMarch 31, 2019. However, the Company sold all of the shares during the Term and the Company does nothave any share of Sumitomo Mitsui Financial Group, Inc. as of March 31, 2020.

24

For Agenda Item No.3: Election of one (1) Substitute Corporate Auditor
The term of office of Mr. Akira Takenouchi, who was elected as a Substitutable Corporate Auditor at
the Ordinary General Meeting of Shareholders held on June 28, 2016, is to expire at the opening of thisOrdinary General Meeting of Shareholders. In case we lack proper number of Corporate Auditors
which is provided by laws and regulations, we propose to elect one (1) Substitutable Corporate Auditor
again in this Ordinary General Meeting of Shareholders. As for proposing this agenda item, we alreadyobtained consent of the Board of Corporate Auditors. The candidate is as follows:
Akira Takenouchi (May 26, 1947 / 0 shares)
Candidate for reappointment as an independent, Outside Corporate Auditor[Candidate’s career summary]
April

1979

Registered at Tokyo Bar Association, joined Tsuji Makoto law firm (to
date)

June

2002

Outside Corporate Auditor of Alps Electric Co., Ltd.,
Outside Corporate Auditor of Alps Logistics Co., Ltd.

April

2011

President of Tokyo Bar Association, Vice President of Japan Federation of
Bar Associations

June

2014

Outside Corporate Auditor of Amada Co., Ltd. (to date)

June

2015

Auditor of Yoshida Scholarship Foundation (to date)[Important concurrent position outside the Company]
Partner, Tsuji Makoto law firm
Outside Corporate Auditor of Amada Co., Ltd.
Auditor of Yoshida Scholarship Foundation[The reason he was selected as a candidate for a Substitutable, Outside Corporate Auditor]
Mr. Akira Takenouchi has sufficient, experience and specialty as a lawyer for a long period.
In addition, he has served as an outside corporate auditor of listed companies after
successively holding posts such as Vice President of Japan Federation of Bar Associations,and has substantial discernment for overall corporate management. Therefore, we judged him
capable of carrying out audit properly from an objective point of view and successively
selected him as a candidate for a Substitutable, Outside Corporate Auditor.
Although Mr. Akira Takenouchi does not have an experience of directly being responsible forcorporate management in the past, he is conversant with corporate legal work as a lawyer. In
addition, he has served as an Outside Corporate Auditor of a listed company and has
sufficient knowledge of overall corporate management. Therefore, we judge him capable ofcarrying out duties of an Outside Corporate Auditor properly.
25[Special interest between the candidate and the Company]
Not applicable(Notes)1.

When Mr. Akira Takenouchi takes office as a Corporate Auditor, the Company intends to enter into
Liability Limitation Agreement with him that limits the amount of his liability as set forth in Article 423,
paragraph 1 of Companies Act, based on the provision of Article 427, paragraph 1 of the same Act. The
limit on liability for damages under the said agreement is ten (10) million yen or the minimum liability
amount provided for by laws and regulations, whichever is higher.

2.

Mr. Akira Takenouchi satisfies conditions of ‘‘The Standard of Independence’’ of Tokyo Stock Exchange,and ‘‘The Standard of Independence of Outside Directors and Corporate Auditors’’, which the Company
provides (See the reference 2 below). When he takes office as the Company’s Corporate Auditor, theCompany intends to report him as an independent Corporate Auditor to Tokyo Stock Exchange.

26

<For reference 1> Policy on Designation of the Company’s Executives, etc.
When the Company elects candidates for Directors or Corporate Auditors, it establishes an advisorycommittee on personnel affairs voluntarily, which confirms a standard of election and a proposal forelecting Directors. In addition, the committee confirms whether candidates for Corporate Auditors satisfy
the conditions provided by the Board of Corporate Auditors. After the confirmation described above, thePresident will submit a proposal for electing candidates for Directors to the Board of Directors and/or the
President submit a proposal for electing candidates for Corporate Auditors with prior consent of the Boardof Corporate Auditors. The committee consists of four members in total: the President as the chairman of
the committee, one Director appointed by the President, and two independent Outside Directors.

<For reference 2> Independence of Outside Directors and Outside Corporate Auditors
The Company will not judge a person to be independent if he/she conflicts with ‘‘The Standard of
Independence’’ provided by Tokyo Stock Exchange, or if he/she corresponds to any of the conditions of‘‘The Standard of Independence of Outside Directors and Corporate Auditors’’ described below, as a
general rule.

The Standard of Independence of Outside Directors and Outside Corporate Auditors (establishedon October 30, 2015)
The Company judges whether an Outside Director and an Outside Corporate Auditor is independent byconsidering the conditions described below as well as considering ‘‘The Standard of Independence’’
provided by Tokyo Stock Exchange.
a. A person or an entity to whom/which the Company or its consolidated subsidiaries (hereinafter referred
to as ‘‘the Company Group’’) is a main customer (*1), or a person who executes business in an entity
to which the Company Group is a main customer
b. A main customer of the Company Group (*2), or a person who executes business in an entity that is amain customer of the Company Groupc. A large creditor of the Company (*3), or a person who executes business in a large creditor of theCompany
d. A main shareholder of the Company (*4), or a person who executes business in a main shareholder of
the Company
e. A person who belongs to an auditor which conducts statutory auditing of the Company Groupf. A consultant, an accounting specialist, or a legal specialist who received money or other monetary27

benefits amounting to 10 million yen or more, separate from Officers’ remuneration from the Company
Group during the last fiscal year (if an entity such as a corporation or an association received themonetary benefit described above from the Company Group, a person who belongs to such an entity.)g. A person or an entity who/which corresponds to any of the conditions of ‘‘a’’ to ‘‘f’’ described above
during the last fiscal year
h. A close relative (*5) of a person (except for a person who does not have importance to the Company
Group) who corresponds to any of the conditions of ‘‘a’’ to ‘‘g’’ described above*1. A person or an entity to whom/ which the Company Group is a main customer:
A person or an entity whose transaction amount of the last fiscal year with the Company Group ishigher than 2 % of his/her/its total consolidated net sales for the last fiscal year
*2. A main customer of the Company Group:
A person or an entity with whom/which the Company Group transacted business during the last fiscal
year with a transaction amount that is higher than 2 % of the total consolidated net sales for the last
fiscal year of the Company Group*3. A large creditor of the Company:
A financial institution or another creditor which/who is essential and cannot be substituted for
fundraising of the Company*4. A main shareholder of the Company:
A shareholder which/who holds shares of the Company and whose proportion of voting rights held is
10 % or above*5. A close relative:
A spouse or a relative in the second degree28