Notice of 2017 Ordinary General Meeting of Shareholders
Total Page:16
File Type:pdf, Size:1020Kb
NOTICE OF 2017 ORDINARY GENERAL MEETING OF SHAREHOLDERS (Note ) This is an unofficial translation of the Japanese language original version, and is provided for your convenience only, without any warranty as to its accuracy or as to the completeness of the information. The Japanese original version is the sole official version. If minor amendments are required to matters contained in the Business Report, the financial statements, the Matters for Resolution or other documents, Mitsubishi Corporation will post revisions on its website (http://www.mitsubishicorp.com/). CONTENTS Notice of 2017 Ordinary General Meeting of Shareholders······················································ 1 [Matters for Resolution] Reference Documents 1. To Approve the Proposed Appropriation of Surplus······················································ 2 2. To Elect 13 Directors ························································································· 3 3. To Grant Bonuses to Directors ············································································· 25 <Reference> Approaches to Corporate Governance ························································ 26 [Matters for Reporting] Business Report Review of Operations Summary of Operating Results for the Mitsubishi Corporation Group ··································· 37 Operating Results and Financial Position ····································································· 44 Key Themes for the Mitsubishi Corporation Group ························································· 46 Efforts toward Achieving Sustainable Growth ···························································· 48 General Information about the Mitsubishi Corporation Group Office Network of the Mitsubishi Corporation Group ······················································ 50 Number of Employees of the Mitsubishi Corporation Group ·············································· 50 Status of Major Subsidiaries and Affiliated Companies ···················································· 51 Stock Information ································································································ 51 Stock Acquisition Rights ························································································ 52 Principal Shareholders ·························································································· 55 Major Lenders ···································································································· 55 Internal Control System (System for Ensuring Proper Business) ·········································· 56 Directors and Audit & Supervisory Board Members ························································ 63 Matters Concerning Outside Directors and Audit & Supervisory Board Members ···················· 65 Directors’ and Audit & Supervisory Board Member’ Remuneration ······································ 67 Executive Officers ······························································································· 68 Matters Concerning Independent Auditors ··································································· 70 Consolidated Financial Statements Consolidated Statement of Financial Position ································································ 71 Consolidated Statement of Profit or Loss ····································································· 72 Consolidated Statement of Changes in Equity ······························································· 73 Non-consolidated Financial Statements Non-consolidated Balance Sheet ··············································································· 92 Non-consolidated Statement of Operations ··································································· 94 Non-consolidated Statement of Changes in Equity ·························································· 95 Audit Reports Independent Auditor’s Report (COPY) ····································································· 107 Independent Auditor’s Report (COPY) ····································································· 109 Audit Report of the Audit & Supervisory Board (COPY) ················································ 111 Information on Exercising Voting Right ···································································· 113 Procedures for Exercising Voting Right via the Internet ·················································· 114 (Note) “Mitsubishi Corporation Group” in the Business Report represents Mitsubishi Corporation’s “group of enterprises” pursuant to Article 120, Paragraph 2 of the Ordinance for Enforcement of the Companies Act. (Translation) May 30, 2017 Notice of 2017 Ordinary General Meeting of Shareholders Dear Shareholders, This is to notify you that an ordinary general meeting of the shareholders of Mitsubishi Corporation for the fiscal year ended March 31, 2017 will be held as described below. Your attendance at the meeting is cordially requested. 1. Date and Time: Friday, June 23, 2017 at 10:00 a.m. 2. Place: The Prince Park Tower Tokyo, Ballroom (B2 floor), 8-1, Shibakoen 4-chome, Minato-ku, Tokyo 3. Agenda for the Meeting: [Matters for Reporting] 1. Report on the consolidated statement of financial position and the non-consolidated balance sheet as of March 31, 2017, the consolidated statement of profit or loss, the non-consolidated statement of operations, and the consolidated and the non-consolidated statement of changes in equity for the fiscal year ended March 31, 2017 (from April 1, 2016 to March 31, 2017) and business report for the same fiscal year. 2. The audit reports of the independent auditors and the Audit & Supervisory Board concerning the consolidated financial statements. [Matters for Resolution] 1. To Approve the Proposed Appropriation of Surplus 2. To Elect 13 Directors 3. To Grant Bonuses to Directors If you attend the meeting, please bring the enclosed voting form to the reception desk. You are also requested to bring with you this booklet as relevant documents for the proceedings. If you are unable to attend the meeting, you may exercise your voting right by mail or via the Internet. If exercising your right by mail, please complete the required procedures and ensure we receive the form no later than 5:30 p.m. on Thursday, June 22, 2017 (Japan Time). Procedures for exercising your voting right via the Internet must also be completed by 5:30 p.m. on Thursday June 22, 2017 (Japan Time). Please refer to the “Information on Exercising Voting Right” on the last two pages of this Notice. When exercising your voting right by proxy, the proxy can only be entrusted to one shareholder holding a voting right of Mitsubishi Corporation in accordance with the relevant provision in the Articles of Incorporation of Mitsubishi Corporation. The proxy must submit the enclosed voting form and a document testifying the proxy authority (power of attorney) to the reception desk at the meeting. Takehiko Kakiuchi Representative Director, President and Chief Executive Officer Mitsubishi Corporation 1 (Translation) Reference Documents Details of Each Proposal 1. To Approve the Proposed Appropriation of Surplus The proposed appropriation of surplus for the fiscal year ended March 31, 2017 is as follows. Under Midterm Corporate Strategy 2018, which covers the period from the fiscal year ended March 31, 2017 to the fiscal year ending March 31, 2019, Mitsubishi Corporation is focusing on dividends as its basic approach to returning value to shareholders and will increase dividends flexibly in line with sustainable earnings growth based on a progressive dividend scheme. In consideration of consolidated business results and other factors, the Board of Directors proposes to increase the year-end dividend by ¥25, from ¥25 to ¥50 per common share. As a result, total dividends for the fiscal year ended March 31, 2017, including the interim dividend of ¥30 per common share, will be increased by ¥30 from the previous fiscal year to become ¥80 per common share. 1. Year-end dividends (1) Dividends to be paid Cash (2) Allotment of dividend assets for shareholders and total amount ¥50 per common share of Mitsubishi Corporation Total amount: ¥79,276,017,850 (3) Effective date of payment of surplus available for dividends June 26, 2017 2. Other retained earnings (1) Increase in retained earnings and amount Unappropriated retained earnings: ¥16,000,000,000 (2) Decrease in retained earnings and amount General reserve: ¥16,000,000,000 2 (Translation) 2. To Elect 13 Directors The term of all 11 Directors will expire at the close of this Ordinary General Meeting of Shareholders. Accordingly, the Board proposes the following 13 candidates for election as Directors, as detailed below. Of the 13 candidates, 5 are candidates for Outside Director. All such candidates meet the requirements of independent director, as specified by the Tokyo Stock Exchange, Inc. and other stock exchanges in Japan, as well as Selection Criteria for Outside Directors specified by Mitsubishi Corporation. (See pages 13 to 24 for detailed information on the Selection Criteria for Outside Directors and information on Outside Director candidates.) Number Name Age Present position and responsibilities Years Member of at Mitsubishi Corporation served as Governance & Director Compensation Committee 1 Ken Kobayashi 68 Renomination Chairman of the Board 7 years ○ 2 * Takehiko Kakiuchi 61 Renomination Member of the Board, 1 year ○ President & CEO 3 * Eiichi Tanabe 63 Renomination Member