Note: This document has been translated from a part of the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, the original
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any
other forms of damages arising from this translation.
Securities code: 7280
June 6, 2023
(Date of Commencement of Measures for Electronic Provision: May 31, 2023)
To shareholders with voting rights:
Katsuyoshi Kitada
Representative Director, President
MITSUBA Corporation
1-2681 Hirosawa-cho, Kiryu-shi,
Gunma
Japan

CONVOCATION NOTICEFOR THE 78TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
We are pleased to notify you that the 78th Annual General Meeting of Shareholders of MITSUBA
Corporation (the “Company”) will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for electronic
provision of information, and posted matters to be provided electronically as “CONVOCATION NOTICEFOR THE 78TH ANNUAL GENERAL MEETING OF SHAREHOLDERS” and “Other Matters to be
Provided Electronically (Matters Not to be Provided in Document for Delivery)” on the following
Company’s website.
The Company’s website:
https://www.mitsuba.co.jp/en/news_ir/
In addition to the above, the information is also posted on the Tokyo Stock Exchange (TSE)’s website.
Please access the following TSE’s website (Listed Company Search), and input “MITSUBA” into [Issue
name (company name)] or “7280” into [Code] and click “Search”, and select [Basic information] and then[Documents for public inspection/PR information] to review the information.
TSE’s website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you do not attend the meeting, you can exercise your voting rights in writing or via the Internet.
Please review the Reference Documents for the General Meeting of Shareholders included in the matters tobe provided electronically, and exercise your voting rights by 5 p.m. (JST) on Wednesday, June 21, 2023.
Thursday, June 22, 2023 at 10 a.m. (JST)
1. Date and Time:
2. Place:

7F Hall, Mitsuba Building, MITSUBA Corporation
1-2789-1 Hirosawa-cho, Kiryu City, Gunma Prefecture

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements andNon-consolidated Financial Statements for the Company’s 78th Fiscal Year
(April 1, 2022 - March 31, 2023)
2. Results of audits by the Accounting Auditor and the Audit and Supervisory
Committee of the Consolidated Financial Statements for the Company’s 78th
Fiscal Year (April 1, 2022 - March 31, 2023)
Matters to be resolved:-1-

Proposal No. 1:
Proposal No. 2:

Election of Five Directors (Excluding Directors Serving as Audit andSupervisory Committee Members)
Election of One Director Serving as Audit and Supervisory Committee Member

Guidance on Exercise of Voting Rights
If you can attend the meeting
When attending the meeting, the shareholder him/herself (the same shall apply for a proxy, who shall also be ashareholder of the Company holding voting rights) must submit the enclosed Voting Rights Exercise Form at the reception
desk.
In the case of attendance by a proxy, please present a document evidencing authority of the proxy along with the Voting
Rights Exercise Form (pursuant to the provisions of the Articles of Incorporation of the Company, a proxy must be ashareholder of the Company holding voting rights).
Please be advised that the admission procedure may take time if you forget to bring the Voting Rights Exercise Form withyou.

Date of the General Meeting of Thursday, June 22, 2023 at 10 a.m. (JST)Shareholders:If you are unable to attend the meeting By mailPlease indicate your vote for or against each of the proposals on the enclosed Voting Rights Exercise Form and return itby the following deadline. Please note that if there is no indication of your vote for or against on the Voting Rights Exercise
Form, we will treat it as if it was presented as vote for.

Deadline for exercise:

5 p.m. on Wednesday, June 21, 2023

 Via the Internet
Please access the voting rights exercise website designated by the Company (https://evote.tr.mufg.jp/) (available only inJapanese) and exercise your voting rights by the following deadline.

Deadline for exercise:

5 p.m. on Wednesday, June 21, 2023

Please see the next page for the method of exercising voting rights via the Internet.
For institutional investors
In addition to the above method for exercising voting rights via the Internet, institutional investors may
exercise their voting rights by using the electronic voting platform operated by ICJ, Inc. Please note that
this service is only available for those who requested it in advance.








The reception is scheduled to start at 9 a.m.
When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
For resource-saving purposes, please bring this Convocation Notice with you.
Please note that no souvenirs will be distributed to attending shareholders in consideration of ensuring fairness
between shareholders who are present at and those who are absent from the General Meeting of Shareholders. We
appreciate your understanding.
Of the matters to be provided electronically, the following matters are not provided in the paper copy sent toshareholders (including the paper copy to be sent to shareholders who have requested it). Therefore, the paper copy
sent to shareholders is a part of the documents audited by the Audit and Supervisory Committee and the Accounting
Auditor for preparing their audit report.
(1) Consolidated Statements of Changes in Net Assets, (2) Notes to Consolidated Financial Statements in theConsolidated Financial Statements(3) Non-Consolidated Statements of Changes in Net Assets, (4) Notes to Non-Consolidated Financial Statements in
the Non-Consolidated Financial Statements
Should the matters to be provided electronically require any revisions, the revised version will be posted on thewebsite containing these matters.

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Method of Exercise of Voting Rights Via the Internet
1. Access the voting rights exercise website (https://evote.tr.mufg.jp/) (available only in Japanese)(1) Click “Next.”
2. Login(2) Enter your Login ID and Temporary Password, which are printed in the bottom right corner of the
Voting Rights Exercise Form. (The Company notifies shareholders of a new Login ID and a new
Temporary Password each time it convenes a General Meeting of Shareholders.)(3) Click “Login.”
3. Register the password(4) Fill in the entry fields for “Current Password,” “New Password,” and “New Password (forconfirmation).”(Please do not forget the password.)(5) Click “Send.”● Voting rights exercise website(1) Exercise of voting rights via the Internet is possible only by accessing the voting rights exercise
website designated by the Company (https://evote.tr.mufg.jp/) (available only in Japanese) from apersonal computer or a smartphone. (However, service is suspended from 2 a.m. to 5 a.m. everyday.)(2) Depending on the environment of Internet usage through personal computers or smartphones, andInternet providers’ services or types of communication devices used, there are cases where thevoting rights exercise website is not available. For more information, please contact the Help
Desk below.
● Costs incurred for accessing the voting rights exercise website
Internet connection fees, telecommunication charges, and other fees incurred by accessing the voting
rights exercise website through a personal computer or a smartphone shall be borne by the shareholder.
● Treatment of voting rights exercised multiple times(1) If you have exercised your voting rights both by mail and via the Internet, the exercise of voting
rights via the Internet shall be deemed effective.
(2) If you have exercised your voting rights multiple times via the Internet, the content of the final
exercise shall be deemed effective.
System-related inquiries:
Securities Agency Division (Help Desk), Mitsubishi UFJ Trust and Banking Corporation
Toll-free service phone number in Japan: 0120-173-027
Operating hours: 9 a.m. – 9 p.m.

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Reference Documents for the General Meeting of Shareholders
Proposals and Reference Items
Proposal No. 1: Election of Five Directors (Excluding Directors Serving as Audit and Supervisory
Committee Members)
The terms of office of all five Directors (excluding Directors serving as Audit and Supervisory
Committee Members; the same shall apply hereinafter) will expire at the conclusion of this Annual General
Meeting of Shareholders.
Accordingly, the Company proposes the election of five Directors.
The Company has nominated the candidates for Directors through deliberation of the Nomination andCompensation Committee with a majority of its members comprised of Independent External Directors.
In addition, the Audit and Supervisory Committee has discussed this proposal at its meeting, and has
determined that the candidates are qualified for their respective posts.
The candidates for Directors are as follows.

No.

Name

Positions and responsibilities at the Company

1

Katsuyoshi
KitadaReelection

2

Nobuyuki Take

Reelection

3

Sadami Hino

Reelection

4

MasahikoSugiyama

Reelection

5

Takashi
Komagata

Reelection
External

Representative Director, President
President, Chief Operating Officer
Chief of Business Management
Management of Quality Assurance
Representative Director
Executive Vice President, Executive Officer
Chief of Corporate Management
Chief of Corporate Planning
Director
Senior Managing Officer
Vice Chief of Business Management
Chief of Automobile Parts Business
Management, Chief of Information Systems
Director
Managing Officer
Chief of Accounting and Finance
External Director

Attendance at
the Board of
Directors
meetings
12/12

12/12

10/10

12/12
12/12

Notes: 1. In addition to the number of the Board of Directors meetings above, three written resolutions were madepursuant to Article 370 of the Companies Act and Article 24 of the Articles of Incorporation of the Company,
which shall be deemed to constitute the resolutions of the meeting of the Board of Directors.
2. The attendance of Mr. Sadami Hino at the Board of Directors meetings represents those held after his assumptionof office.

-4-

Candidates for Directors:
No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company(significant concurrent position)
April 1976
April 2007
April 2015
April 2019
April 2020

1

2

Joined the Company
Operating Officer
Managing Officer
Vice Chief of Business Management
President, Chief Operating Officer(current)
Chief of Business Management, Management ofApril 2020
Quality Assurance
Katsuyoshi Kitada(current)(September 3,
Representative Director, President
June 2020
1953)(current)[Reasonfor
nomination
as Director](Reelection)
Mr. Katsuyoshi Kitada has been serving as Representative Director,
President of the Company since June 2020 and has appropriately
directed and supervised the Company’s business management. In
addition, he has engaged in duties including business operations anddevelopment of the Group, and has experience and track record ofleading the main business. The Company therefore proposes his
reelection as Director in order to leverage his ability and experiencein the Group’s business management.
April 1981
Joined the Company
April 2011
Operating Officer
April 2017Managing Officer
April 2019
Chief of Corporate Planning and Environment
Management
April 2019
Chief of Information Systems
April 2020
Executive Vice President, Executive Officer(current)
April 2020
Chief of Corporate Planning, Environment
Management, Administrative and Human
Resources, and Accounting and Finance
June 2020
Representative Director(current)
Chief of Corporate Management, Chief ofNobuyuki Take April 2021
Corporate
Planning(May 8, 1957)(current)(Reelection)(significant concurrent position)
Representative Director, Kiryu Small Businesses Welfare
Cooperative Association[Reason for nomination as Director]
Mr. Nobuyuki Take has been serving as Representative Director of
the Company since June 2020 and has effectively proceeded withbuilding a corporate governance structure to ensure efficiency andfairness of the Company’s business management. In addition, he has
engaged in duties including finance, general affairs, and humanresources of the Group, and has the ability essential for promoting
measures related to finance, general affairs, and human resources.
The Company therefore proposes his reelection as Director in orderto leverage his ability and experience in the Group’s business
management.

Number ofshares oftheCompanyheld-5-43,400shares32,200sharesNo.

Name(Date of birth)

Career summary, positions and responsibilities at the Company(significant concurrent position)
April 2003
July 2009
April 2017
April 2019
April 2020

3

Joined DTS CORPORATION
Joined the Company
Operating Officer
Managing Officer
Chief of Marketing and Sales, Chief ofInformation Systems
April 2021
Senior Managing Officer(current)
Vice Chief of Business Management, Chief ofApril 2021
Marketing and Sales, Chief of Information
Systems
Chief of Automobile Parts Business Management,
April 2022
Sadami Hino
Chief of Information Systems(October 4, 1977)(current)
Director
June
2022(Reelection)(current)
Vice Chief of Business Management
April 2023
(current)[Reason for nomination as Director]
Mr. Sadami Hino has been serving as Director of the Company sinceJune 2022 and has effectively fulfilled his roles and responsibilities
toward the business management, business promotion anddevelopment of the Company. In addition, he has demonstrated
strong leadership in the process of planning and implementing the“Mitsuba Vision 2030.” The Company therefore proposes his
reelection as Director in order to leverage his ability and experiencein the Group’s business management.

Number ofshares oftheCompanyheld-6-

534,700
sharesNo.

Name(Date of birth)

Career summary, positions and responsibilities at the Company(significant concurrent position)
April 1986
April 2017

4

MasahikoSugiyama(July 29, 1963)(Reelection)

Joined The Bank of Yokohama, Ltd.
Executive Officer and General Manager, Atsugi
Branch of The Bank of Yokohama, Ltd.
General Manager, Central Kanagawa Prefecture
April 2017
Block Business Headquarters of The Bank of
Yokohama, Ltd.
Executive Officer, General Manager, Central
April 2019
Region Headquarters and Senior Deputy General
Manager, Business Division Head Office of The
Bank of Yokohama, Ltd.
Joined the Company
May 2020
Managing Officer(current)
In charge of Accounting and FinanceMay 2020
Director
June 2020(current)
Chief of Accounting and Finance
April 2021
(current)[Reason for nomination as Director]
Mr. Masahiko Sugiyama has been serving as Director of theCompany since June 2020 and has effectively fulfilled his roles andresponsibilities toward the Company’s business management. In
addition, he has a wealth of experience and broad knowledge in theoperations of financial institutions. The Company therefore proposes
his reelection as Director in order to leverage his ability andexperience in the Group’s business management.

Number ofshares oftheCompany
held

-7-

7,900
sharesNo.

Name(Date of birth)

Career summary, positions and responsibilities at the Company(significant concurrent position)
April 1999
October 2000
November 2002
October 2006

5

Joined The Sumitomo Bank, Limited
Joined Asahi Arthur Andersen Ltd.
Joined Nomura Securities Co., Ltd.
Joined Morgan Stanley Japan Securities Co., Ltd.
(currently, Morgan Stanley MUFG Securities
Co., Ltd.)
February 2009
Joined Marunouchi Capital Inc.
May 2011
Joined Japan Industrial Solutions Co., Ltd.
Director
January 2015
Managing Director, Japan Industrial Solutions
Co., Ltd.
December 2019 Member of the Board, Japan Industrial Solutions
Co., Ltd.
Takashi Komagata
Co-Head of Investment Division(May 6, 1976)(current)
September 2020 Director of the Company(Reelection)(current)(External)(significant concurrent position)
Member of the Board, Japan Industrial Solutions Co., Ltd.
[Reason for nomination as External Director and expected role]
Mr. Takashi Komagata has been serving as External Director of theCompany since September 2020 and has appropriately conductedsupervision of the Company’s business management. In addition, he
has a wealth of experience and deep insight into finance andcorporate management based on business experience in investment
fund management firms and major financial institutions. The
Company proposes his reelection as External Director with the
expectation that he will conduct supervision and offer advice basedon his wealth of experience and from a global and diverse
perspective in fulfilling his role if he is elected as External Director.

Number ofshares oftheCompanyheld- shares

Notes: 1. Among the candidates, those who have special interests with the Company are as follows:
Mr. Nobuyuki Take is Representative Director of Kiryu Small Businesses Welfare Cooperative Association.
There is a transactional relationship between the said company and the Company involving business entrustment
and other transactions.
Mr. Takashi Komagata concurrently serves as a Member of the Board of Japan Industrial Solutions Co., Ltd.,
which is the general partner of Japan Industrial Solutions Fund II, with which the Company has entered into anunderwriting agreement for the issuance of its Class Shares. Japan Industrial Solutions Fund II holds 10,000
Class A Shares and 5,000 Class C Shares in accordance with the said agreement.
2. There are no special interests between the Company and the other candidates.

-8-

3. Mr. Takashi Komagata is a candidate for External Director.
1) The reason for nomination as External Director is as stated in the “Reason for nomination as External
Director and expected role” on the previous page.
2) Mr. Takashi Komagata is an External Director of the Company, and his term of office as External Director
will be two years and nine months at the conclusion of this Annual General Meeting of Shareholders.
3) Mr. Takashi Komagata was not a business executor or officer in the Company or any entity that has a special
relationship with the Company during the last ten years. He was not a business executor in a company where
the Company assumed rights and obligations during the past two years through merger, absorption-typecompany split, incorporation-type company split or assignment of business, immediately prior to the said
merger or the like.
4) Mr. Takashi Komagata does not anticipate receiving a large sum of money or other property from theCompany or any entity that has a special relationship with the Company, and has not received them for the
past two years.
5) Mr. Takashi Komagata is not a spouse, a relative within the third degree, or any person similar to these
persons, of the business executor or officer of the Company or any entity that has a special relationship with
the Company.
6) The Company has entered into an agreement with Mr. Takashi Komagata to limit his liability for damages as
stipulated in Article 423, Paragraph 1 of the Companies Act, and the minimum liability amount based on theagreement is the amount stipulated in Article 425, Paragraph 1 of the Companies Act. The Company willcontinue the same agreement with him, if the proposal for his election is approved and adopted.
4. The Company has concluded a directors and officers liability insurance contract with an insurance company as
stipulated in Article 430-3, Paragraph 1 of the Companies Act. The said insurance contract covers litigation
expenses and damages, etc. borne by the insured being held liable for the performance of its duties or claims
relating to the pursuit of such liability. If this proposal is approved as originally proposed, all candidates for
Director will be included as insured under the insurance policy.

-9-

Proposal No. 2:

Election of One Director Serving as Audit and Supervisory Committee Member

The term of office of the Director serving as Audit and Supervisory Committee Member, Mr. Shigeki
Dantani will expire at the conclusion of this Annual General Meeting of Shareholders.
Accordingly, the Company proposes the election of one Director serving as Audit and Supervisory
Committee Member.
The Company has nominated the candidate for Director serving as Audit and Supervisory Committee
Member through deliberation of the Nomination and Compensation Committee with a majority of its
members comprised of Independent External Directors.
In addition, the consent of the Audit and Supervisory Committees have been obtained with regard to
this proposal.
The candidate for Director serving as Audit and Supervisory Committee Member is as follows.
Candidate for Director serving as Audit and Supervisory Committee Member:
Name(Date of birth)

Career summary, positions and responsibilities at the Company(significant concurrent position)
April 1971

Shigeki Dantani(September 9,
1948)(Reelection)(External)(Independent)

Joined Nissho Iwai Corporation (currently, Sojitz
Corporation)
January 2006
Executive Officer, and General Manager,
Non-Ferrous Metals Department, Sojitz
Corporation
June 2012
Representative Director and Executive Vice
President, Sojitz Corporation
June 2016
Vice Chairman, Sojitz Corporation
June 2017
Director serving as Audit and Supervisory
Committee Member(current)
April 2018
Corporate Advisor, Sojitz Corporation(current)(significant concurrent position)
Corporate Advisor, Sojitz Corporation[Reason for nomination as External Director serving as Audit andSupervisory Committee Member and expected role]
Mr. Shigeki Dantani has held a position as Director serving as Audit
and Supervisory Committee Member (Independent External
Director) since June 2017 and has appropriately conductedsupervision of the Company’s business management. In addition, he
has a wealth of experience and deep insight into corporate
management gained mainly from serving as Representative Directorof a trading conglomerate. The Company proposes his election as
Director serving as Audit and Supervisory Committee Member(Independent External Director) with the expectation that he willassume the position of Chairperson of the Nomination andCompensation Committee, and will conduct supervision and offer
advice for deliberation on the selection of candidates for Directors,
the determination of Directors’ compensation and other matters froman independent and objective perspective in fulfilling his role, if he iselected as External Director.

Number ofshares oftheCompany
held

14,500shares

Notes: 1. There are no special interests between the Company and Mr. Shigeki Dantani.
2. Mr. Shigeki Dantani is a candidate for External Director.
1) The reason for nomination as External Director of the Company is as stated in the “Reason for nomination asExternal Director serving as Audit and Supervisory Committee Member and expected role” stated above.
2) Mr. Shigeki Dantani is an External Director serving as Audit and Supervisory Committee Member, and his- 10 -

term of office as External Director serving as Audit and Supervisory Committee Member will be six years at
the conclusion of this Annual General Meeting of Shareholders.
3) The Company designated Mr. Shigeki Dantani as an independent director as stipulated by the regulations of
the Tokyo Stock Exchange, and registered him with the Tokyo Stock Exchange.
4) Mr. Shigeki Dantani was not a business executor or officer in the Company or any entity that has a special
relationship with the Company during the last ten years. He was not a business executor in a company where
the Company assumed rights and obligations during the past two years through merger, absorption-typecompany split, incorporation-type company split or assignment of business, immediately prior to the said
merger or the like.
5) Mr. Shigeki Dantani does not anticipate receiving a large sum of money or other property from the Company
or any entity that has a special relationship with the Company, and has not received them for the past two
years.
6) Mr. Shigeki Dantani is not a spouse, a relative within the third degree, or any person similar to these persons,of the business executor or officer of the Company or any entity that has a special relationship with theCompany.
7) The Company has entered into an agreement with Mr. Shigeki Dantani to limit his liability for damages as
stipulated in Article 423, Paragraph 1 of the Companies Act, and the minimum liability amount based on theagreement is the amount stipulated in Article 425, Paragraph 1 of the Companies Act. The Company willcontinue the same agreement with him if the proposal for his election is approved and adopted.
3. The Company has concluded a directors and officers liability insurance contract with an insurance company as
stipulated in Article 430-3, Paragraph 1 of the Companies Act. The said insurance contract covers litigation
expenses and damages, etc. borne by the insured being held liable for the performance of its duties or claims
relating to the pursuit of such liability. If this proposal is approved as originally proposed, Mr. Shigeki Dantani
will be included as insured under the insurance policy.

- 11 -