Note: This English translation is for reference purposes only. In the event of any discrepancy between the Japanese original and this English translation, the Japanese original shall prevail. We assume no responsibility for this translation or for direct, indirect or any other forms of damage arising from the translation.
(Securities code: 7211) June 1, 2018 To our shareholders 5-33-8, Shiba, Minato-ku, Tokyo MITSUBISHI MOTORS CORPORATION Chairman of the Board Carlos Ghosn
NOTICE OF THE 49TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 49th Ordinary General Meeting of Shareholders of Mitsubishi Motors Corporation (“MMC”) to be held as described as below. If you are unable to attend, as described in the “Notice on Exercising Voting Rights” (P. 4 and P. 5), you may exercise your voting right(s) in writing or via the Internet. To do so, please review the “Reference Materials” for the Ordinary General Meeting of Shareholders contained in this notice, and exercise your voting right(s) either by posting your voting form so that it arrives before 5:45 p.m. on Thursday, June 21, 2018 or inputting your vote on the website for exercising voting right(s) before the aforementioned date and time.
1. Date and time Friday, June 22, 2018 at 10:00 a.m. (Japan time) 2. Place 3-13-1 Takanawa, Minato-ku, Tokyo “International Convention Center Pamir” Grand Prince Hotel New Takanawa (Please note that the place for this Ordinary General Meeting of Shareholders differs from the one for the previous meeting.) 3. Purposes Matters to report 1. Contents of Fiscal 2017 (from April 1, 2017 to March 31, 2018) Business Report, contents of Consolidated Financial Statements and Audit Reports of Accounting Auditors and Audit & Supervisory Board on the Consolidated Financial Statements 2. Report on the Fiscal 2017 (from April 1, 2017 to March 31, 2018) Financial Statements Matters for resolution Proposal No. 1 Appropriation of surplus Proposal No. 2 Partial amendments to the Articles of Incorporation Proposal No. 3 Election of 8 Members of the Board Proposal No. 4 Election of 2 Audit & Supervisory Board Members 4. Notice on Exercising Voting Rights Please refer to the “Notice on Exercising Voting Rights” described on P. 4 and P. 5.
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Requests No souvenirs will be provided to shareholders attending the General Meeting of Shareholders, for which we would appreciate your understanding. If you attend the meeting, please present the enclosed voting form to the reception desk. If you exercise your voting rights by proxy, one other shareholder who possesses voting rights may attend the General Meeting of Shareholders as your proxy. Please note that the shareholder acting as your proxy must submit a document evidencing his or her right of representation.
Notes If it becomes necessary to amend any items contained in the reference materials for the Ordinary General Meeting of Shareholders, the Business Report, the Consolidated Financial Statements or the Financial Statements, the amended material will be posted on MMC’s website at: (https://www.mitsubishi-motors.com/en/investors/event/meeting.html ) The below-mentioned documents are not included in this Notice of Ordinary General Meeting of Shareholders, but are posted on MMC’s website pursuant to laws and regulations and Article 13 of MMC’s Articles of Incorporation. Documents which were audited by the Audit & Supervisory Board Member and the Accounting Auditors in preparing the Audit Reports include the documents attached to this notice and the below-mentioned documents. (a) “Stock options of MMC”, “Accounting Auditors” and “System to ensure appropriate business activities and outline of the operating status of such systems” of Business Report (b) Consolidated Statement of Changes in Net Assets and Notes to Consolidated Financial Statements (c) Statement of Changes in Net Assets and Notes to Financial Statements (https://www.mitsubishi-motors.com/en/investors/event/meeting.html )
Internet Broadcast MMC will broadcast the General Meeting of Shareholders live on the Internet. Please view the broadcast by accessing MMC’s website at the following link. (https://www.mitsubishi-motors.com/en/streaming/) Date and time of availability: Friday, June 22, 2018, from 10:00 a.m. (Japan time) - The live broadcast will end just before the session of questions from shareholders and answers. - You may not be able to view the broadcast depending on your equipment or network environment. - The meeting will be filmed from the back of the meeting venue. As such, shareholders attending the meeting may unavoidably come into the picture at times. We ask for your kind understanding in this matter.
Viewing the Meeting After the Broadcast The General Meeting of Shareholders will be available to view as a recorded video. Please view the video by accessing MMC’s website at the following link. (https://www.mitsubishi-motors.com/en/streaming/) Period of availability: Approximately one month starting on Friday, June 22, 2018
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Notice on the holding of the social gathering with shareholders Starting from this year’s Ordinary General Meeting of Shareholders, a social gathering with shareholders will be held after the conclusion of the General Meeting of Shareholders. MMC will set up an opportunity for talks between shareholders and MMC’s management at the buffet-style gathering. Only shareholders who are present at the General Meeting of Shareholders in person can attend the social gathering with shareholders. Please be sure to have an “attendance card” given to you at the reception desk on the day until the close of the gathering, since you need the card to enter the venue for the gathering. If you will join the social gathering after you attend the General Meeting of Shareholders, please return the enclosed postcard “Notice on the Social Gathering with Shareholders for the Ordinary General Meeting of Shareholders” to arrive by Thursday, June 14, 2018(no postage is necessary).
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Notice on Exercising Voting Rights
The following three methods are available for exercising voting rights.
Shareholders Attending the General Meeting of Shareholders Please present the enclosed voting form to the reception desk.
Date and time: Friday, June 22, 2018 at 10:00 a.m. (Japan time) Place: 3-13-1, Takanawa, Minato-ku, Tokyo “International Convention Center Pamir” Grand Prince Hotel New Takanawa
Exercising Voting Rights in Writing Please indicate either “for” or “against” for each proposal using the enclosed voting form, and return it to arrive by the voting deadline (no postage is necessary). In case any voting forms indicating neither “for” or “against” for each proposal are submitted, MMC will treat such voting forms as indicating “for.”
Voting deadline: To be received no later than 5:45 p.m. on Thursday, June 21, 2018 (Japan time)
Exercising Voting Rights via the Internet Please access the website for exercising voting right(s) (https://evote.tr.mufg.jp/) via PCs, smartphones, or cell phones, enter “login ID” and “tentative password” stated on the enclosed voting form, and enter “for” or “against” in accordance with the indication on the display.
Voting deadline: No later than 5:45 p.m. on Thursday, June 21, 2018 (Japan time)
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Exercising Voting Rights via the Internet If you exercise your voting right(s) via the Internet, you are kindly requested to ascertain the following items and exercise your voting right(s): (1) Website for Exercising Voting Rights (i) To exercise your voting right(s) via the Internet, you are kindly requested to visit the website for exercising voting right(s) (https://evote.tr.mufg.jp/) via PCs, smartphones, or cell phones and use that site in accordance with indication on the display. (Please note, however, that the website will not be available from 2:00 a.m. to 5:00 a.m. on each day.) (ii) The website for exercising voting right(s) may not be available depending on usage environment of the Internet, services to which you subscribe, or device model you use. (iii) If you have any questions about the website for exercising voting right(s) (https://evote.tr.mufg.jp/), please make inquiries to the helpdesk shown below. (2) How to Exercise Voting Right(s) via the Internet (i) On the website for exercising voting right(s) (https://evote.tr.mufg.jp/), you are kindly requested to use “login ID” and “tentative password” stated on your voting form to enter “for” or “against” in accordance with the indication on the display. (ii) To prevent unauthorized access or falsification of the content for exercising voting right(s) by a person other than a shareholder, shareholders who exercise voting rights via the Internet are kindly requested to change the “tentative password” on the website for exercising voting right(s). (3) Expenses Incurred to Visit the Website for Exercising Voting Right(s) Any Internet connection costs, communication charges, etc., incurred to access the website for exercising voting right(s) via PCs, smartphones or cell phones will be borne by shareholders.
Handling of Duplicate Exercising of Voting Rights in Writing and/or via the Internet (1) In case a voting right is exercised in duplicate in writing and via the Internet, exercising of voting rights over the Internet shall be regarded as valid. (2) Except in case (1) above, in case a voting right is exercised in duplicate, the last exercising of the voting right shall be regarded as valid.
Inquiries about the system, etc. Stock Transfer Agency Department of Mitsubishi UFJ Trust & Banking Corporation (Helpdesk) Telephone: 0120-173-027 (toll free) Operating hours: 9:00 a.m. – 9:00 p.m.
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Notice Regarding Q&A during the General Meeting of Shareholders
Reception of questions in advance If there are matters you want to ask MMC about, you can either ask on the day of the meeting, or send your question in advance using the “Questionnaire Form” or via the Internet. We intend to answer the questions received in advance that we consider to be of high interest to shareholders separately from the questions asked during the meeting. Please be advised, however, that we will not provide individual replies.
(1) If you ask a question on the “Questionnaire Form” (sent by postal service) Please complete the required information on the enclosed “Questionnaire Form” and return it to arrive by the following deadline (no postage is necessary). Deadline: To be received no later than 5:00 p.m. on Tuesday, June 19, 2018 (Japan time)
(2) If you ask a question via the Internet (PCs/smartphones) Please access the dedicated website by entering the following URL in your web browser or by scanning the QR code. Once at the website, please input the required information as prompted.
URL of website for questions in advance: https://www.net-research.jp/898598/ Deadline: No later than 5:00 p.m. on Tuesday, June 19, 2018 (Japan time)
Asking a question during the General Meeting of Shareholders If you wish to ask a question on the day of the meeting, you are kindly requested to use the “Question Ticket” that is part of the attendance slip you will be received from the reception desk on the day. Please tear off the “Question Ticket” and insert it inside the “Questions Box” before 10:00 a.m. The order in which questions are asked will be decided by drawing lots from among those who inserted the “Question Ticket” into the box. Also, please be aware that no questions will be taken from those who raise their hand at the meeting. If a matter has been thoroughly discussed, you may be asked to refrain from further questioning, even if you insert the “Question Ticket” inside the box.
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NOTICE OF THE 49TH ORDINARY GENERAL MEETING OF SHAREHOLDERS Reference Materials
Proposal No. 1 Appropriation of surplus
Mitsubishi Motors Corporation (“MMC”) considers returning profits to its shareholders one of the most important tasks of management. In the automobile industry, there is great demand for capital in order for companies to achieve sustainable growth, such as through further promotion of technological innovations and environmental efforts; therefore, it is our basic policy to maintain the stable distribution of profits to shareholders after comprehensively considering cash flows and business performance.
Having comprehensively considered the state of business performance for the full term and other such factors, MMC would like to set the end-of-term dividend at 10 yen per share, as stated in the most recent dividend forecast. Including the interim dividend of 7 yen, this will make the dividend for the term 17 yen per share.
(1) Type of dividend Cash (2) Dividend allocation to shareholders and total amount of dividends 10 yen per common stock of MMC Total amount of dividends: 14,900,603,100 yen (3) Effective date of dividend June 25, 2018
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Proposal No. 2 Partial amendments to Articles of Incorporation 1. Reason for proposal In order to conform to the present situation of the Company’s business and define the Company’s business purpose more clearly as well as to prepare for future business developments and business diversification, it is hereby proposed to amend the business purposes of the Company set forth in Article 3 (Purposes) of the Articles of Incorporation as described in item 2. below.
2. Details of amendments The details of the amendments are as follows. (Amendments shown by underlines.)
Current Articles of Incorporation Proposed Amendments
Article 1 to Article 2 (Provisions omitted.) Article 1 to Article 2 (The same as the current provisions.)
(Purpose) (Purpose) Article 3. The purpose of the Corporation is to Article 3. The purpose of the Corporation is to engage in the following businesses: engage in the following businesses: 1. To develop, design, manufacture, assemble, sell 1. To develop, design, manufacture, assemble, sell and purchase, export and import and otherwise and purchase, export and import and otherwise deal in motor vehicles and components thereof deal in motor vehicles and components thereof and replacement parts and accessories therefor. and replacement parts and accessories therefor. 2. To develop, design, manufacture, assemble, sell 2. To develop, design, manufacture, assemble, sell and purchase, export and import and otherwise and purchase, export and import and otherwise deal in agricultural machinery and industrial deal in agricultural machinery and industrial engines, etc., and components thereof and engines, etc., and components thereof and replacement parts and accessories therefor. replacement parts and accessories therefor. (Added) 3. To develop, design, manufacture, assemble, sell and purchase, export and import and otherwise deal in machine tools, press machinery, casting and forging machinery, machinery and equipment for assembly, metal mold jigs and tools, and measuring machinery. 3. To sell and purchase used motor vehicles and 4. To sell and purchase used motor vehicles and components thereof and replacement parts and components thereof and replacement parts and accessories therefor. accessories therefor. 4. To sell meters, gauges, etc. (Deleted) 5. To carry out the agency business of non-life 5. To carry out the agency business of non-life insurance and of insurance under the Automobile insurance and of insurance under the Automobile Accident Compensation Security Act. Accident Compensation Security Act. (Added) 6. To carry out the construction business, the civil
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engineering business, the electrical engineering business, the telecommunication engineering business and the machinery and equipment installation business. (Added) 7. Information processing, information transmission, information providing, and development, sale and purchase, and lease of software. (Added) 8. Transport by land, sea or air, warehousing, and other transportation services related thereto. (Added) 9. Sale and purchase, lease, agency and management of real estate. (Added) 10. Acquisition, operation and management of facilities with regard to education, healthcare, sports, exhibitions, dining, and accommodation, etc., and stores, etc. attached thereto. 6. To carry out the financial business. 11. To carry out the general leasing business, the leasing agency business, the rental services and the financial business. (Added) 12. To carry out consulting, survey, research, technical development and technical guidance relating to any of the foregoing and development, licensing, and sale and purchase of inventions, devices, designs and know-how, etc. relating to any of the foregoing. 7. To carry out any business incidental or relating 13. To carry out any business incidental or relating to to any of the foregoing. any of the foregoing.
Article 4 to Article 45 (Provisions omitted.) Article 4 to Article 45 (The same as the current provisions.)
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Proposal No. 3 Election of 8 Members of the Board As the terms of office of all 11 current Members of the Board will expire at the conclusion of this Ordinary General Meeting of Shareholders, MMC proposes the election of 8 Members of the Board. The candidates for election are as follows. Board of Term of Directors Position and responsibility office No. Name Meeting in MMC (at the attendance conclusion of (FY 2017) this meeting) Chairman of the Board 1 year and 1 Carlos Ghosn Reappointment 14/14 (Representative Director) 6 months
Member of the Board and
2 Osamu Masuko Reappointment CEO 14/14 14 years (Representative Director)
Reappointment Members of the Board 3 Shunichi Miyanaga 11/14 4 years (Outside Director) Outside
Reappointment Members of the Board 4 Ken Kobayashi 12/14 2 years (Outside Director) Outside
Reappointment Members of the Board 1 year and 5 Hitoshi Kawaguchi 13/14 (Outside Director) 6 months Outside
Reappointment Members of the Board 1 year and 6 Hiroshi Karube 14/14 (Outside Director) 6 months Outside
New Setsuko Egami
7 (Real Name: Outside – – – Setsuko Kusumoto) Independent
New Main Kohda
8 (Real Name: Outside – – – Tokuko Sawa) Independent
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Number of Name History, position and responsibility in MMC No. MMC shares and important concurrent positions (Date of birth) owned 1 October 1996 Joined Renault 11,619 December 1996 Executive Vice President, Renault June 1999 Director and COO, Nissan Motor Co., Ltd. June 2000 President and COO, Nissan Motor Co., Ltd.
June 2001 President and CEO, Nissan Motor Co., Ltd. Carlos Ghosn June 2003 Co-Chairman, President and CEO, Nissan Motor (March 9, 1954) Co., Ltd.
April 2005 Board of Director, CEO, Renault Reappointment Chairman and President, Renault-Nissan B.V. (to the present) June 2008 Chairman, President and CEO, Nissan Motor Co., Ltd. May 2009 Chairman of the Board of Directors and CEO, Renault (to the present) December 2016 Chairman of the Board, MMC (to the present) April 2017 Chairman, Nissan Motor Co., Ltd. (to the present)
June 2014 Chairman of the Board and CEO, MMC Reappointment June 2016 Chairman of the Board, President and CEO, MMC
December 2016 President and CEO, MMC June 2017 Member of the Board and CEO, MMC (to the present) [Reasons for nomination] Having long been in charge of the management of MMC, Mr. Osamu Masuko has considerable insight and business experience concerning corporate management. As such, MMC continuously proposes him as a candidate for Member of the Board with the expectation that he will play an important role in the decisions in significant matters and business execution of MMC.
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Number of Name History, position and responsibility in MMC No. MMC shares and important concurrent positions (Date of birth) owned 3 April 1972 Joined Mitsubishi Heavy Industries, Ltd. 5,726 June 2008 Member of the Board, Executive Vice President, Mitsubishi Heavy Industries, Ltd. April 2011 Member of the Board, Senior Executive Vice President, Mitsubishi Heavy Industries, Ltd. Shunichi Miyanaga April 2013 Member of the Board, President, Mitsubishi Heavy Industries, Ltd. (April 27, 1948) April 2014 Member of the Board, President, CEO, Mitsubishi Heavy Industries, Ltd. (to the present) Reappointment June 2014 Member of the Board, MMC (to the present)
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Number of Name History, position and responsibility in MMC No. MMC shares and important concurrent positions (Date of birth) owned 4 July 1971 Joined Mitsubishi Corporation 1,703 April 2003 Senior Vice President, General Manager of Singapore Branch, Mitsubishi Corporation June 2004 Senior Vice President, Division COO of Plant Project Div., Mitsubishi Corporation April 2006 Senior Vice President, Division COO of Ship, Aerospace & Transportation Systems Div., Mitsubishi Corporation April 2007 Executive Vice President, Group CEO of Industrial Finance, Logistics & Development Group, Mitsubishi Corporation
June 2007 Member of the Board, Executive Vice President, Ken Kobayashi Group CEO of Industrial Finance, Logistics & (February 14, 1949) Development Group, Mitsubishi Corporation June 2008 Executive Vice President, Group CEO of Industrial Finance, Logistics & Development Group, Reappointment Mitsubishi Corporation April 2010 Senior Executive Vice President, Executive Assistant to President, Mitsubishi Corporation Outside Director June 2010 Member of the Board, President & CEO, Mitsubishi Corporation
April 2016 Chairman of the Board, Mitsubishi Corporation (to the present) June 2016 Member of the Board, MMC (to the present)
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Number of Name History, position and responsibility in MMC No. MMC shares and important concurrent positions (Date of birth) owned 5 April 1976 Joined Nissan Motor Co., Ltd. 1,952 April 2005 Senior Vice President in charge of Human Resources, Diversity Development Office, Nissan Motor Co., Ltd. April 2009 Senior Vice President in charge of External and Government Affairs, Intellectual Asset Management, Nissan Motor Co., Ltd.
April 2016 Senior Vice President, CSO (Chief Sustainability Hitoshi Kawaguchi Officer) in charge of Global External and (August 23, 1953) Government Affairs, Japan Communication, Corporate Service Management Department, CSR Department, Nissan Motor Co., Ltd. (to the present)
Reappointment December 2016 Member of the Board, MMC (to the present)
[Reasons for nomination] Mr. Hitoshi Kawaguchi has considerable insight and experience concerning the automotive business. As such, MMC continuously proposes him as a candidate for Outside Director with the expectation that these qualities may benefit MMC’s management. 6 April 1980 Joined Nissan Motor Co., Ltd. 1,952 April 2010 Corporate Vice President, in charge of Global Controller, Budget and Accounting Dept., Global Asset Management Dept., Nissan Motor Co., Ltd. December 2016 Member of the Board, MMC (to the present) April 2018 Senior Vice President, in charge of Global Controller (MC & Global Function), Accounting, Global Asset Management, Nissan Motor Co., Ltd. Hiroshi Karube (to the present) (April 23, 1956)
Senior Vice President, Nissan Motor Co., Ltd.
Reappointment
Outside Director
[Reasons for nomination] Mr. Hiroshi Karube has considerable insight and experience concerning the automotive business. As such, MMC continuously proposes him as a candidate for Outside Director with the expectation that these qualities may benefit MMC’s management.
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Number of Name History, position and responsibility in MMC No. MMC shares and important concurrent positions (Date of birth) owned 7 April 1983 Editor in Chief of Travaille published by Recruit – Co., Ltd. (present: Recruit Holdings Co., Ltd.) December 2001 Director, Frontier Service Development Laboratory, East Japan Railway Company April 2006 Visiting Professor, The Okuma School of Public Management, Waseda University November 2006 Member of Government Tax Commission June 2007 Outside Corporate Auditor, Taisho Pharmaceutical Setsuko Egami Co., Ltd. (Real Name: Setsuko April 2009 Professor, Graduate School of Humanities, Musashi Kusumoto) University (July 16, 1950) (to the present) Professor, Faculty of Sociology, Musashi University (to the present) New June 2011 Outside Audit & Supervisory Board Member, Yusen Logistics Co., Ltd. (to the present) Outside Director April 2012 Dean, Faculty of Sociology, Musashi University
June 2015 Outside Director, Mitsubishi Estate Co., Ltd. (to the Independent Director present)
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Number of Name History, position and responsibility in MMC No. MMC shares and important concurrent positions (Date of birth) owned 8 September 1995 Started independently as Novelist (to the present) – January 2003 Member of Financial System Council, Ministry of Finance Japan April 2004 Visiting Professor, Faculty of Economics, Shiga University March 2005 Member of the Council for Transport Policy, Ministry of Land, Infrastructure, Transport and Tourism November 2006 Member of Government Tax Commission June 2010 Member of the Board of Governors, Japan Main Kohda Broadcasting Corporation (Real Name: Tokuko June 2012 Outside Director, Japan Tobacco Inc. (to the Sawa) present) (April 25, 1951) June 2013 Outside Director and member of the Compensation Committee, LIXIL Group Corporation (to the
New present) June 2016 Outside Director and member of the Audit Committee, Japan Exchange Group (to the present)
Outside Director
Outside Director, Japan Tobacco Inc. Independent Director Outside Director and member of the Compensation Committee, LIXIL Group Corporation Outside Director and member of the Audit Committee, Japan Exchange Group [Reasons for nomination] Although Ms. Main Kohda does not have experience of involvement in the management of a company by means other than serving as an outside officer, she has keen acumen and an objective perspective as a writer in addition to deep knowledge about international finance as well as considerable insight and experience gained as a Member of the Council of the Ministry of Finance and the Ministry of Land, Infrastructure, Transport and Tourism. As such, MMC proposes her as a candidate for Outside Director with the expectation that these qualities may benefit MMC’s management. (Notes) 1. Mr. Carlos Ghosn is Chairman of the Board of Directors and Chief Executive Officer of Renault, and Chairman of the Board of Directors of Nissan Motor Co., Ltd. (“Nissan”). There is a broad automotive business alliance, including capital alliance, between MMC and Nissan. There are no special conflicts of interests between MMC and the other director candidates. 2. MMC has concluded agreements with Mr. Shunichi Miyanaga, Mr. Ken Kobayashi, Mr. Hitoshi Kawaguchi and Mr. Hiroshi Karube limiting their liability for damages to the higher of 7 million yen or the minimum amount of liability stipulated in Article 425, Paragraph 1 of the Companies Act for the liability stipulated in Article 423, Paragraph 1 of the same Act. MMC intends to continue the above-mentioned limitation of liability agreements with the candidates if their reelections are approved. 3. MMC intends to conclude agreements with Ms. Setsuko Egami and Ms. Main Kohda limiting their liability for damages to the higher of 7 million yen or the minimum amount of liability stipulated in Article 425, Paragraph 1 of the Companies Act for the liability stipulated in Article 423, Paragraph 1 of the same Act. 4. After the Ordinary Shareholders Meeting held on June 23, 2017 at which Mr. Shunichi Miyanaga, Mr. Ken Kobayashi, Mr. Hitoshi Kawaguchi, and Mr. Hiroshi Karube were elected, MMC received, in July 2017, an order for payment of surcharge from the Consumer Affairs Agency on the grounds 16
of committing an act in violation of the Act against Unjustifiable Premiums and Misleading Representations in the representation in catalogs and other promotional materials of vehicles manufactured by MMC in relation to which there has been improper conduct in fuel consumption testing. Mr. Shunichi Miyanaga and Mr. Ken Kobayashi did not recognize the matter of the improper conduct in advance. However, they regularly made suggestions for internal reforms to be realized at meetings of the Board of Directors, etc. from the standpoint of legal compliance and others. Since the matter of the improper conduct was revealed, they have fulfilled their responsibilities by giving directions regarding comprehensive investigations of the said conduct, recurrence prevention measures, etc. Mr. Hitoshi Kawaguchi and Mr. Hiroshi Karube were not members of the Board of MMC when the improper conduct was committed. However, since they assumed the positions of Member of the Board of MMC, they have fulfilled their responsibilities by making suggestions for internal reforms to be realized at meetings of the Board of Directors, etc. from the standpoint of legal compliance and others. 5. Yusen Logistics Co., Ltd. at which Ms. Setsuko Egami serves as an Outside Audit & Supervisory Board Member received an administrative punishment under the Customs Act in January 2017 and under the Customs Business Act in March 2017 on the grounds of making inappropriate report in the customs clearance operations for imported fresh fish in July 2015. She did not recognize the matter of the report in advance. However, she regularly made suggestions at meetings of the Board of Directors, the Audit & Supervisory Board, etc. from the standpoint of legal compliance and others. Since the matter of the report was revealed, she has fulfilled her responsibilities by giving directions regarding comprehensive investigations of the said matter, recurrence prevention measures, etc. 6. Mr. Ken Kobayashi currently serves as a Director at Mitsubishi Corporation, a specified affiliated business operator (major trading partner) and has served as such in the past five years. 7. Mr. Hitoshi Kawaguchi currently serves as a Senior Vice President at Nissan Motor Co., Ltd., a specified affiliated business operator (major trading partner) and has served as such in the past five years. Moreover, he has received remuneration as a Senior Vice President at the said company in the last two years, and he plans on doing the same in the future. 8. Mr. Hiroshi Karube currently serves as a Senior Vice President at Nissan Motor Co., Ltd., a specified affiliated business operator (major trading partner) and had served as a Corporate Vice President in the past five years. Moreover, he had received remuneration as a Corporate Vice President at the said company in the last two years, and he plans on receiving remuneration as a Senior Vice President in the future.
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Proposal No. 4 Election of 2 Audit & Supervisory Board Members As the term of office of Audit & Supervisory Board Members Mr. Katsunori Nagayasu and Mr. Toshimitsu Iwanami will expire at the conclusion of this Ordinary General Meeting of Shareholders, MMC proposes the election of 2 Audit & Supervisory Board Members. The candidates for election are as follows. The Audit & Supervisory Board has consented to this proposal. Name Number of No. History and important concurrent positions MMC shares (Date of birth) owned 1 April 1977 Joined Mitsubishi Corporation 3,661 April 2009 Senior Vice President, Division COO of Motor Vehicle Business Div., Mitsubishi Corporation April 2013 Executive Vice President, Group CEO of Machinery Group, Mitsubishi Corporation Kozo Shiraji April 2016 Senior Executive Officer, Assistant to President, MMC (April 22, 1954) June 2016 Member of the Board, Executive Vice President
New (Overseas Operations, Global After Sales), MMC January 2017 Member of the Board, Executive Vice President (Overseas Operations, Global After Sales), CPO, MMC April 2018 Member of the Board, Assistant CEO, MMC (to the present) [Reasons for nomination] Mr. Kozo Shiraji has not only experience in MMC but also considerable experience, achievements and insight nurtured through his long-standing career in the automotive business at a general trading company that operates worldwide. As such, MMC proposes him as a candidate for Audit & Supervisory Board Member with the expectation that these qualities may be reflected in MMC’s audit.
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Name Number of No. History and important concurrent positions MMC shares (Date of birth) owned 2 May 1970 Joined The Mitsubishi Bank, Ltd. – June 1997 Director, The Bank of Tokyo-Mitsubishi, Ltd. (“BTM”) June 2000 Retired from Director, BTM Managing Director, NIPPON TRUST BANK LIMITED April 2001 Director, Mitsubishi Tokyo Financial Group, Inc. (“MTFG”)
October 2001 Managing Director, The Mitsubishi Trust and Banking Corporation June 2002 Managing Director, BTM April 2004 Director and Managing Officer, MTFG January 2005 Senior Managing Director, BTM May 2005 Deputy President, BTM
October 2005 Managing Officer, Mitsubishi UFJ Financial Katsunori Nagayasu Group, Inc. (“MUFG”) (April 6, 1947) December 2005 Retired from Managing Officer, MUFG
Reappointment January 2006 Deputy President, The Bank of Tokyo-Mitsubishi UFJ, Ltd. (“BTMU”) Outside June 2006 Deputy President, MUFG Audit & Supervisory April 2008 President, BTMU Board Member Director, MUFG April 2010 President & CEO, MUFG April 2012 Chairman, BTMU April 2013 Director, MUFG June 2013 Retired from Director, MUFG June 2014 Audit & Supervisory Board Member, MMC (to the present) April 2016 Senior Advisor, BTMU April 2018 Senior Advisor, MUFG Bank, Ltd. (to the present)
MMC intends to continue the above-mentioned limitation of liability agreements with the candidates if his reelection is approved. 3. In April 2016 when Mr. Katsunori Nagayasu served as an Outside Audit & Supervisory Board Member of MMC, improper conduct in fuel consumption testing on vehicles manufactured by MMC was revealed. In addition, it was pointed out by the Ministry of Land, Infrastructure, Transport and Tourism, in September 2016, that there was also improper conduct in internal testing for reviewing fuel consumption figures for vehicles on which the improper conduct was found. Moreover, in January and July 2017, MMC received an order for action and order for payment of surcharge from the Consumer Affairs Agency on the grounds of committing an act in violation of the Act against Unjustifiable Premiums and Misleading Representations in the presentation in catalogs and other promotional materials of vehicles on which the improper conduct was found. He did not recognize the matter of the improper conduct in advance. However, he regularly made suggestions for internal reforms to be realized at meetings of the Board of Directors, etc. from the standpoint of legal compliance and others. Since the matter of the improper conduct was revealed, he has fulfilled his responsibilities by giving directions regarding comprehensive investigations of the said conduct, recurrence prevention measures, etc. 4. Isetan Mitsukoshi Ltd., a subsidiary of Isetan Mitsukoshi Holdings Ltd. at which Mr. Katsunori Nagayasu serves as an Outside Director, received a cease and desist order and an order for payment of surcharge from the Japan Fair Trade Commission in January 2018 on the grounds of committing an act in violation of Article 3 of the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade in relation to the transaction of uniforms for which orders were placed by East Japan Railway Company. He did not recognize the matter of the violation in advance. However, he regularly made suggestions at meetings of the Board of Directors, etc. from the standpoint of legal compliance and others. Since the matter was revealed, he has fulfilled his responsibilities by giving directions regarding comprehensive investigations of the said conduct, implementation of recurrence prevention measures, etc.
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(Attached documents) Business Report (From April 1, 2017 to March 31, 2018)
1. Matters regarding the current state of the corporate group (1) Progress and results of the business The consolidated results of the Mitsubishi Motors Corporation group (the “MMC group”) in the fiscal year under review are as follows.
Sales volume (retail) exceeded previous year i