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Notice of the 151St Ordinary General Meeting of Shareholders

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Notice of the 151St Ordinary General Meeting of Shareholders This document has been translated from 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 the translation. Securities Code 7261 June 6, 2017 To Those Shareholders with Voting Rights Masamichi Kogai Representative Director, President and CEO Mazda Motor Corporation 3-1 Shinchi, Fuchu-cho, Aki-gun, Hiroshima, Japan NOTICE OF THE 151ST ORDINARY GENERAL MEETING OF SHAREHOLDERS You are cordially invited to attend the 151st Ordinary General Meeting of Shareholders of Mazda Motor Corporation, which will be held as described below. If you are unable to attend the meeting, you can exercise your voting rights by either of the following methods. Please review the Reference Documents for the General Meeting of Shareholders in the following pages and exercise your voting rights. Your votes must reach us by 5:45 p.m., Tuesday, June 27, 2017. Voting by postal mail Please vote “yes” or “no” on the enclosed ballot form and send it to reach the addressee described on the same form by the exercise time limit as described above. Voting via the Internet Please access the website for the exercise of voting rights designated by the Company (http://www.web54.net) and exercise your voting rights by the exercise time limit as described above [Japanese only]. If you exercise your voting rights by two methods, that is, via the Internet and by mailing the ballot form, only the votes via the Internet shall be deemed valid. (If you make a diverse exercise of your voting rights, you are requested to notify your intention and reasons in writing to us at least three days in advance of the Ordinary General Meeting of Shareholders.) 1. Date and Time: Wednesday, June 28, 2017 at 10:00 a.m. 2. Place: Auditorium of our Head Office 3-1 Shinchi, Fuchu-cho, Aki-gun, Hiroshima, Japan 3. Agenda of the Meeting: Matters to be reported: 1. The Business Report, Consolidated Financial Statements and results of audits by the Accounting Auditor and the Audit & Supervisory Board Members of the Consolidated Financial Statements for the 151st Fiscal Term (from April 1, 2016 to March 31, 2017) 2. Unconsolidated Financial Statements for the 151st Fiscal Term (from April 1, 2016 to March 31, 2017) 1 Proposals to be resolved: Proposal No. 1: Appropriation of Surplus Funds Proposal No. 2: Election of Five (5) Directors Proposal No. 3: Election of Three (3) Audit & Supervisory Board Members 1. For those attending, please present the enclosed ballot form at the reception desk on arrival at the meeting. 2. If any revisions are made to the Reference Documents for the General Meeting of Shareholders, Business Report, Consolidated Financial Statements or Unconsolidated Financial Statements, the revised contents will be posted on the Company’s web site (http://www.mazda.com/en/investors/). 2 Reference Documents for the General Meeting of Shareholders Proposal No. 1 Appropriation of Surplus Funds Mazda’s policy regarding the stock dividend is to determine the amount of dividend payments, taking into account the current fiscal year’s financial results, business environment, and financial condition, etc. Mazda is also working to ensure stable shareholder returns and their steady increase. In view of the company’s acceleration of its research and development and facilities investment for further growth in the first year of Structural Reform Stage 2; the business environment, including sales and exchange rate fluctuations; and the company’s financial situation, a year-end dividend of ¥20 per share will be paid. An interim dividend of ¥15 per share has been paid, making the annual dividend for this fiscal year ¥35 per share. 1. Type of asset to be distributed: Money 2. Allocation of asset to be distributed to shareholders and total amount: ¥20 for each share of the company’s common stock Total amount: ¥11,956,456,940 3. Date on which distribution of surplus funds will take effect: June 29, 2017 3 Proposal No. 2 Election of Five (5) Directors The term of office of five (5) Directors (Messrs. Yuji Harada, Yuji Nakamine, Nobuhide Inamoto, Ichiro Sakai and Kazuaki Jono) will expire at the conclusion of this General Meeting of Shareholders and Mr. Harada will retire. Accordingly, we propose to elect five (5) Directors. In order to further enhance transparency, fairness and objectivity, the nominations of candidates for Director are made after discussion by an Officer Lineup Advisory Committee consisting of all members of the board of directors and chaired by an outside director. The candidates for Director are as follows: Name No. Career summary, position, assignment and important offices concurrently held (Date of Birth) April 1977 Joined the Company March 2003 President, AutoAlliance (Thailand) Co., Ltd. June 2005 Executive Officer; President, AutoAlliance (Thailand) Co., Ltd. April 2007 Executive Officer; General Manager, Overseas Sales Division President, Mazda South East Asia, Ltd. Nov. 2008 Managing Executive Officer; in charge of Overseas Sales; General Manager, Overseas Sales Division April 2011 Senior Managing Executive Officer; oversight of Global Marketing, Yuji Nakamine Sales and Customer Service; in charge of Customer Tsunagari (Jan. 17, 1954) Innovation and Overseas Sales Reelection June 2011 Director and Senior Managing Executive Officer; oversight of Number of Global Marketing, Sales and Customer Service; in charge of Company shares held 1 Customer Tsunagari Innovation and Overseas Sales 12,300 June 2013 Director and Senior Managing Executive Officer; oversight of Attendance Record Operations in Europe, Asia & Oceania, Middle East & Africa and Attended 15 out of 15 New Emerging Markets meetings of the Board (to the present) of Directors Reasons for nomination as a candidate for Director Mr. Nakamine has extensive experience primarily in overseas business, including serving as president of an overseas joint venture company, as well as superior ability and exceptional character and insight. Since his appointment as director, he has overseen the sales area and business in emerging countries and has contributed to the growth of the Company’s business. Based on this knowledge and performance, he can be expected to contribute to further strengthening the board’s decision-making and its supervisory function. Thus we propose his election as director. Note: There are no special conflicts of interests between the Company and Mr. Nakamine. 4 Name No. Career summary, position, assignment and important offices concurrently held (Date of Birth) April 1977 Joined the Company Oct. 1994 Group Manager, Body Production Engineering Dept. June 1999 Representative Director and President, Mitsuba Kogyo Co., Ltd. June 2001 Director of the Company; General Manager, Business Logistics Div. June 2002 Executive Officer; General Manager, Production Engineering Div. April 2007 Managing Executive Officer; in charge of Quality Assurance and Nobuhide Inamoto Environment (Nov. 10, 1953) April 2008 Managing Executive Officer; General Manager, Domestic Reelection Business Div. Number of June 2013 Director and Senior Managing Executive Officer; oversight of Company shares held Operations in China, Domestic Sales, Fleet Sales No.1; 2 9,000 Chairman, Mazda Motor (China) Co., Ltd. April 2017 Director and Senior Managing Executive Officer; oversight of Attendance Record Attended 15 out of 15 Operations in China, Domestic Sales, Fleet Sales meetings of the Board (to the present) of Directors Reasons for nomination as a candidate for Director Mr. Inamoto has extensive experience in a wide variety of areas such as production engineering, product quality and domestic sales as well as superior ability and exceptional character and insight. Since his appointment as director, he has overseen operations in China, domestic sales and contributed to the growth of the Company’s business and to its internal control. Based on this knowledge and performance, he can be expected to contribute to further strengthening the board’s decision-making and its supervisory function. Thus we propose his election as director. Note: There are no special conflicts of interests between the Company and Mr. Inamoto. 5 Name No. Career summary, position, assignment and important offices concurrently held (Date of Birth) April 1981 Joined Sumitomo Bank, Ltd. (now Sumitomo Mitsui Banking Corp.) April 2011 Executive Officer, General Manager of International Credit Management Dept. April 2012 Executive Officer, Deputy Head of International Banking Unit; General Manager of International Credit Management Dept. June 2015 Standing Auditor April 2017 Resigned as Standing Auditor Mitsuru Ono May 2017 Adviser at the Company (December 25, 1958) (to the present) 3 New Candidate Number of Company shares held 0 Reasons for nomination as a candidate for Director As an executive officer at a financial institution, Mr. Ono held key posts in the international realm. He has extensive experience in and knowledge of the operations of international companies, including auditing the execution of operations as a standing auditor. He also has exceptional character and insight. Based on this knowledge and performance, he can be expected to contribute to further strengthening the board’s decision-making and its supervisory function. Thus we propose his election as director. Note: There are no special conflicts of interests between the Company
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