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 the translation.
(Stock Exchange Code 7105)
June 7, 2024
To Shareholders with Voting Rights:
Yuichi Mano
Director and President
Mitsubishi Logisnext Co., Ltd.
2-1-1,Higashi-kotari,
Nagaokakyo City, Kyoto, Japan
NOTICE OF
THE 123RD ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We are pleased to notify you that the 123rd Annual General Meeting of Shareholders of Mitsubishi Logisnext Co., Ltd. (the "Company") will be held for the purposes as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for electronic provision of information contained in the Reference Documents for the General Meeting of Shareholders, etc. (matters to be provided electronically). The information is posted on the Company's website on the internet. Please access the following website to find the information.
The Company's website: https://www.logisnext.com/en/
(Please access the above website and select "Investors" to find the information.)
In addition to the Company's website, matters to be provided electronically are also posted on the Tokyo Stock Exchange (TSE) website and the website for posting shareholder meeting materials. Please find them below.
Tokyo Stock Exchange website (Listed Company Search service): https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
(Please access the TSE website above, enter "Issue name (company name)" or "Code," search, select "Basic information" and then "Documents for public inspection/PR information," and find the information under "Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting" in "Filed information available for public inspection.")
Website for posting shareholder meeting materials https://d.sokai.jp/7105/teiji/ (in Japanese)
If you are unable to attend this meeting, please review the attached "Reference Documents for the General Meeting of Shareholders" and exercise your voting rights by electromagnetic means (via the internet) or in writing (by postal mail) in advance. When exercising voting rights in advance, please refer to the attached "Reference Documents for the General Meeting of Shareholders" and exercise your voting rights by 4:50 p.m. on Tuesday, June 25, 2024, Japan time.
1. Date and Time: Wednesday, June 26, 2024 at 10:00 a.m. Japan time
(Reception opens at 9:00 a.m.)
2. Place:Main hall at the Corporate Headquarters located at 2-1-1,Higashi-kotari, Nagaokakyo City, Kyoto, Japan
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3. Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company's
123rd Fiscal Year (April 1, 2023 - March 31, 2024) and results of audits by the Accounting Auditor and the Audit and Supervisory Board of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company's 123rd Fiscal Year (April 1, 2023 - March 31, 2024)
Proposals to be resolved:
Proposal 1: Dividend of Surplus
Proposal 2: Election of Seven (7) Directors
Proposal 3: Election of Two (2) Audit and Supervisory Board Members
Proposal 4: Election of One (1) Substitute Audit and Supervisory Board Member
- When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
- If you exercise your voting rights in writing (by postal mail) and do not indicate your vote for or against a proposal on the Voting Rights Exercise Form, we will deem that you have voted for the proposal.
- Should the matters to be provided electronically require revisions, the revised versions will be posted on the above websites.
- Of the matters to be provided electronically, "Matters Concerning Share Option, etc. of the Company," "Systems to Ensure Proper Business Operations and Implementation Status of Such Systems" and "Corporate Governance Structure of the Company" of the Business Report, "Notes to the Consolidated Financial Statements" of the Consolidated Financial Statements, and "Notes to the Non-consolidated Financial Statements" of the Non-consolidated Financial Statements are not included in the paper copy to be sent to shareholders who have requested it, in accordance with provisions of laws and regulations as well as the Company's Articles of Incorporation. The paper copy to be sent to shareholders who have requested it is therefore part of the documents that were audited by the Audit and Supervisory Board Members and the Accounting Auditor in preparing the audit report.
- If you wish to make a diverse exercise of your voting rights, please notify the Company of your intention and the reason therefor not later than three (3) days before the Annual General Meeting of Shareholders.
- The resolution results for this General Meeting of Shareholders will be posted on the Company's website.
- If you need a staff member to assist with your wheelchair, accompany you to your seat or the restroom, communicate by writing at the reception, or provide other forms of assistance, please let us know in advance.
*To provide a deeper understanding of the Company for our shareholders, we are planning a guided tour of our Automation Demo Center following this General Meeting of Shareholders.
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Guide to Exercising Voting Rights
Voting rights at the General Meeting of Shareholders are important rights of shareholders.
Please refer to the attached "Reference Documents for the General Meeting of Shareholders" and exercise your voting rights.
You can exercise your voting rights by one of the following three methods.
- Exercise voting rights via the internet
Please follow the instructions on the next page to indicate your vote for or against the proposals.
Deadline: Tuesday, June 25, 2024 at 4:50 p.m., Japan time (Your votes must be entered by the deadline above.)
-
Exercise voting rights in writing (by postal mail)
Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form and return it by post without attaching a postage stamp.
Deadline: Tuesday, June 25, 2024 at 4:50 p.m., Japan time (Your mail must arrive by the deadline above.) - Attend the General Meeting of Shareholders
Please submit the enclosed Voting Rights Exercise Form at the reception desk.
Wednesday, June 26, 2024 at 10 a.m. (Reception opens at 9 a.m.)
Institutional investors may use the electronic voting platform for institutional investors, operated by ICJ, Inc.
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Reference Documents for the General Meeting of Shareholders
Proposal 1: Dividend of Surplus
The basic policy of the Company's dividend policy, etc. is to maintain stable profit returns, while securing internal reserves appropriately in preparation for future growth.
For the fiscal year ended March 31, 2024, it is proposed that year-end dividends be distributed as follows, in light of the performance for the fiscal year and business development going forward.
- Type of Dividends Cash
- Allotment of dividend assets to shareholders and total amount of dividends
Common stock of the Company: 20 yen per share
Total amount: | 2,133,194,760 yen |
3. Date that the dividend of surplus becomes effective June 27, 2024
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Proposal 2: Election of Seven (7) Directors
The terms of office of all seven (7) Directors will expire at the conclusion of this year's Annual General Meeting of Shareholders. Accordingly, the election of seven (7) Directors is proposed.
The candidates are as follows:
No. | Name | Positions and responsibilities | |||||
1 | Takashi | Representative Director and | |||||
Reappointment | |||||||
Mikogami | Chairman | ||||||
2 | Yuichi Mano | Representative Director and | |||||
Reappointment | |||||||
President | |||||||
Director | |||||||
Senior Executive Officer | |||||||
Takatoshi Uno | CFO, Division Head, General | ||||||
3 | Reappointment | Manager, Corporate Strategy and | |||||
Planning Office | |||||||
In charge of Corporate Finance | |||||||
and Accounting Headquarters | |||||||
4 | Masayuki | Director | |||||
Reappointment | |||||||
Suematsu | |||||||
5 | Osamu Ando | External Director | Director | ||||
Reappointment | Independent Director | ||||||
Kyoko | |||||||
6 | External Director | Director | |||||
Reappointment | Kobayashi | Independent Director | |||||
Fumio | |||||||
7 | External Director | Director | |||||
Reappointment | Kobayashi | Independent Director | |||||
Significant concurrent positions
Executive Vice President and
CSO, Head of Business Strategy
Office, Mitsubishi Heavy
Industries, Ltd.
President, Shimadzu Access
Corporation
Lawyer, Partner, Irokawa Legal
Professional Corporation
External Audit and Supervisory
Board Member, Kawakami Paint
Manufacturing Co., Ltd.
External Director, Nippon Pillar
Packing Co., Ltd.
Adviser, Japan Material Flow
Institute
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No. | Name | Number of | Special interests | |||
Brief career summary and important concurrent duties | shares owned | with the | ||||
(Date of birth) | ||||||
(Common stock) | Company | |||||
Apr. 1981 | Joined Mitsubishi Heavy Industries, Ltd. | |||||
Apr. 2007 | General Manager of Turbocharger Engineering | |||||
Department, General Machinery & Special Vehicles | ||||||
Business Headquarters, Mitsubishi Heavy Industries, Ltd. | ||||||
Apr. 2010 | Deputy Head of General Machinery & Special Vehicles | |||||
Business Headquarters, Mitsubishi Heavy Industries, Ltd. | ||||||
Apr. 2011 | General Manager of Turbocharger Business Department, | |||||
General Machinery & Special Vehicles Business | ||||||
Headquarters, Mitsubishi Heavy Industries, Ltd. | ||||||
Takashi Mikogami | Apr. 2012 | Deputy Head of General Machinery & Special Vehicles | ||||
Business Headquarters, Mitsubishi Heavy Industries, Ltd. | ||||||
(March 19, 1956) | Apr. 2013 | Director, the Company | ||||
Senior Vice President, Mitsubishi Heavy Industries, Ltd. | ||||||
Reappointment | Apr. 2014 | Senior General Manager of Quality Control Division, | ||||
Deputy Head of the Machinery, Equipment & | ||||||
Infrastructure Domain, Mitsubishi Heavy Industries, Ltd. | ||||||
Apr. 2015 | Head of Sagamihara Machinery Works, Mitsubishi | |||||
Heavy Industries, Ltd. | 30,528 | None | ||||
Apr. 2016 | Executive Vice President, Mitsubishi Heavy Industries, | |||||
Ltd. | ||||||
Jun. 2016 | Senior Executive Vice President, Mitsubishi Heavy | |||||
Industries Forklift, Engine & Turbocharger Holdings, | ||||||
Ltd. | ||||||
1 | Jan. 2017 | Director, UniCarriers Corporation | ||||
Jun. 2017 | Representative Director, Senior Executive Vice | |||||
President, Assistant to the President, the Company | ||||||
Oct. 2017 | President and CEO, the Company | |||||
Director, Mitsubishi Heavy Industries Forklift, Engine & | ||||||
Turbocharger Holdings, Ltd. | ||||||
Apr. 2020 | Executive Vice President, President and CEO, Logistics, | |||||
Thermal & Drive Systems, Mitsubishi Heavy Industries, | ||||||
Ltd. | ||||||
Jun. 2020 | Resigned as President and CEO, the Company | |||||
Jun. 2021 | Representative Director and Chairman, the Company (to | |||||
present) | ||||||
• Years of service as Director: 9 | ||||||
• Attendance at Board of Directors meetings in fiscal year under review: | 13 out of 13 meetings (100%) |
[Reason for nomination as Director and summary of expected roles]
Mr. Takashi Mikogami has chaired meetings of the Board of Directors as Representative Director and Chairman, appropriately managing the Board of Directors while appropriately conducting decision making on important matters and management supervision. As Chair of the Nominating and Compensation Committee, he has also been striving to strengthen corporate governance by enhancing the transparency and fairness of officer nomination and compensation. In addition, he has been offering appropriate advice and supervising the management from a broad perspective, based on his abundant experience and excellent insight as a corporate manager and while contributing to the development of the entire industry in his capacity as Chairman of Japan Industrial Vehicles Association.
Based on the above, he is expected to contribute to achieving sustainable growth of the Company and enhancing corporate value. Therefore, we have nominated him again as a candidate for Director.
(Notes)
- Mr. Takashi Mikogami has in the past been an executive of Mitsubishi Heavy Industries, Ltd., which is the parent of the Company. Positions and responsibilities which Mr. Takashi Mikogami has held in the past 10 years at Mitsubishi Heavy Industries, Ltd. are stated in the above "Brief career summary and important concurrent duties."
- The Company has taken out the MHI Global Insurance, for which Mitsubishi Heavy Industries, Ltd., its parent, acts as the party to the insurance contract. The insurance policy includes a directors and officers liability insurance agreement provided for in Article 430-3, Paragraph 1 of the Companies Act, with all Directors and Audit and Supervisory Board Members named as the insured persons. The contract covers potential damages and expense payments to be borne by the insured persons arising from shareholder derivative actions, corporate lawsuits or third party litigation. However, the contract includes certain
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exemption clauses, such as no compensation being given for liability attributable to acts in violation of laws or regulations that were committed with full knowledge of their illegality. All insurance premiums are borne by the Company. If the reappointment of the candidate is approved, the Company will continue to include the candidate as an insured person under the insurance contract. The Company plans to renew the insurance contract with the above details the next time it comes up for renewal.
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No. | Name | Number of | Special interests | |||
Brief career summary and important concurrent duties | shares owned | with the | ||||
(Date of birth) | ||||||
(Common stock) | Company | |||||
Apr. 1986 | Joined Mitsubishi Heavy Industries, Ltd. | |||||
Jul. 1996 | Assistant to General Manager of Product Support, | |||||
Mitsubishi Caterpillar Forklift America Inc. | ||||||
Apr. 2003 | Chief of Planning & Accounting Department, General | |||||
Machinery & Special Vehicles Business Headquarters, | ||||||
Mitsubishi Heavy Industries, Ltd. | ||||||
Apr. 2004 | Chief of Business Strategy Group, Material Handling | |||||
Equipment Department, General Machinery & Special | ||||||
Vehicles Business Headquarters, Mitsubishi Heavy | ||||||
Industries, Ltd. | ||||||
Apr. 2009 | Deputy General Manager of Material Handling | |||||
Yuichi Mano | Equipment Department, General Machinery & Special | |||||
Vehicles Business Headquarters, Mitsubishi Heavy | ||||||
(June 25, 1963) | Industries, Ltd. | |||||
[Reappointment] | Oct. 2011 | General Manager of Forklift Sales Department, Forklift | ||||
Business Division, General Machinery & Special | ||||||
Vehicles Business Headquarters, Mitsubishi Heavy | ||||||
Industries, Ltd. | ||||||
Apr. 2013 | Director, Senior Executive Officer, Head of Corporate | 22,051 | None | |||
Planning Office, the Company | ||||||
Jul. 2014 | Representative Director and President, Mitsubishi | |||||
Caterpillar Forklift Europe B.V. | ||||||
Jun. 2018 | Senior Executive Officer, Deputy General Manager, | |||||
Strategic Planning Office, the Company | ||||||
2 | Apr. 2019 | Senior Executive Officer, General Manager, Strategic | ||||
Planning Office, the Company | ||||||
Apr. 2020 | Senior Executive Officer, Head of Overseas Sales and | |||||
Marketing Headquarters, The Company | ||||||
Jul. 2020 | Senior Executive Officer, Head of Overseas Business | |||||
Headquarters, the Company | ||||||
Apr. 2022 | Senior Executive Officer, Division Head, General | |||||
Manager, Corporate Strategy and Planning Office, the | ||||||
Company | ||||||
Jun. 2022 Representative Director and President, General Manager, | ||||||
Corporate Strategy and Planning Office, the Company | ||||||
Apr. 2023 | Representative Director and President, the Company (to | |||||
present) | ||||||
• Years of service as Director: 6 | ||||||
• Attendance at Board of Directors meetings in fiscal year under review: | 13 out of 13 meetings (100%) |
[Reason for nomination as Director and summary of expected roles]
Mr. Yuichi Mano has supervised the overall business operation of the Group and ensured accountability for the Board of Directors as Representative Director and President, based on his excellent management skills and abundant business knowledge, while appropriately conducting decision making on important matters and management supervision. As he has fully demonstrated his leadership with a global management perspective toward realizing the corporate philosophy and achieving the management plan, the business results for the 123rd fiscal year exceeded the initial plan. In addition, he has actively promoted initiatives from not only a short-term but also a medium- to long-term perspective.
Based on the above, he is expected to contribute to achieving sustainable growth of the Company and enhancing corporate value. Therefore, we have nominated him again as a candidate for Director.
(Note) The Company has taken out the MHI Global Insurance, for which Mitsubishi Heavy Industries, Ltd., its parent, acts as the party to the insurance contract. The insurance policy includes a directors and officers liability insurance agreement provided for in Article 430-3, Paragraph 1 of the Companies Act, with all Directors and Audit and Supervisory Board Members named as the insured persons. The contract covers potential damages and expense payments to be borne by the insured persons arising from shareholder derivative actions, corporate lawsuits or third party litigation. However, the contract includes certain exemption clauses, such as no compensation being given for liability attributable to acts in violation of laws or regulations that were committed with full knowledge of their illegality. All insurance premiums are borne by the Company. If the reappointment of the candidate is approved, the Company will include the candidate as an insured person under the
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insurance contract. The Company plans to renew the insurance contract with the above details the next time it comes up for renewal.
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No. | Name | Number of | Special interests | |||
Brief career summary and important concurrent duties | shares owned | with the | ||||
(Date of birth) | ||||||
(Common stock) | Company | |||||
Jul. 2006 | Joined the Company | |||||
Jul. 2009 | Vice President, Shanghai Nichiyu Forklift Manufacturing | |||||
Co., Ltd. | ||||||
Oct. 2012 | Executive Vice President, Nichiyu Forklift (Thailand) | |||||
Co., Ltd. | ||||||
Feb. 2015 | Division Head, General Manager, Corporate Finance and | |||||
Takatoshi Uno | Accounting Division, Administration Headquarters, the | |||||
Company | ||||||
(November 18, 1965) | ||||||
Jun. 2018 | Assistant to Head of Administration Headquarters, the | |||||
[Reappointment] | Company | |||||
May 2019 | Member of the Executive Team, Head of Corporate | |||||
Finance and Accounting Headquarters, the Company | ||||||
Apr. 2021 | Executive Officer, CFO, Head of Corporate Finance and | |||||
Accounting Headquarters, Division Head, General | 6,674 | None | ||||
Manager, Corporate Finance Planning Division, the | ||||||
Company | ||||||
Apr. 2022 | Executive Officer, CFO, Head of Corporate Finance and | |||||
Accounting Headquarters, the Company | ||||||
3 | Jun. 2022 | Director, the Company (to present) | ||||
Apr. 2023 | Executive Officer, CFO, Division Head, General | |||||
Manager, Corporate Strategy and Planning Office, in | ||||||
charge of Corporate Finance and Accounting | ||||||
Headquarters, the Company | ||||||
Apr. 2024 | Senior Executive Officer, CFO, Division Head, General | |||||
Manager, Corporate Strategy and Planning Office, in | ||||||
charge of Corporate Finance and Accounting | ||||||
Headquarters, the Company (to present) | ||||||
• Years of service as Director: 2 | ||||||
• Attendance at Board of Directors meetings in fiscal year under review: | 13 out of 13 meetings (100%) |
[Reason for nomination as Director and summary of expected roles]
Mr. Takatoshi Uno possesses excellent management skills and abundant business knowledge in the finance and accounting field, and serves as the Company's Senior Executive Officer, CFO, and Division Head, General Manager, Corporate Strategy and Planning Office. He has worked on strengthening fiscal basis as a top-priority issue as CFO. He has steadily promoted various important projects from the financial and company-wide viewpoints while managing financial planning accurately and making appropriate proposals based on various indicators.
Based on the above, he is expected to contribute to achieving sustainable growth of the Company and enhancing corporate value. Therefore, we have nominated him again as a candidate for Director.
(Note) The Company has taken out the MHI Global Insurance, for which Mitsubishi Heavy Industries, Ltd., its parent, acts as the party to the insurance contract. The insurance policy includes a directors and officers liability insurance agreement provided for in Article 430-3, Paragraph 1 of the Companies Act, with all Directors and Audit and Supervisory Board Members named as the insured persons. The contract covers potential damages and expense payments to be borne by the insured persons arising from shareholder derivative actions, corporate lawsuits or third party litigation. However, the contract includes certain exemption clauses, such as no compensation being given for liability attributable to acts in violation of laws or regulations that were committed with full knowledge of their illegality. All insurance premiums are borne by the Company. If the reappointment of the candidate is approved, the Company will include the candidate as an insured person under the insurance contract. The Company plans to renew the insurance contract with the above details the next time it comes up for renewal.
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Disclaimer
Mitsubishi Logisnext Co. Ltd. published this content on 04 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 June 2024 08:10:08 UTC.