NOTICE OF THE 49TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

Transcription

1 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 , 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 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. 1

2 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: ( ) 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 ( ) 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. ( 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. ( Period of availability: Approximately one month starting on Friday, June 22,

3 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). 3

4 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: Place: Friday, June 22, 2018 at 10:00 a.m. (Japan time) , 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) ( 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) 4

5 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) ( 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) ( 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) ( 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. <For institutional investors> Institutional investors may use the Electronic Proxy Voting Platform for Institutional Investors managed by ICJ, Inc. Inquiries about the system, etc. Stock Transfer Agency Department of Mitsubishi UFJ Trust & Banking Corporation (Helpdesk) Telephone: (toll free) Operating hours: 9:00 a.m. 9:00 p.m. 5

6 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: 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. 6

7 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,

8 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 Article 1 to Article 2 (Provisions omitted.) (Purpose) Article 3. The purpose of the Corporation is to engage in the following businesses: 1. To develop, design, manufacture, assemble, sell and purchase, export and import and otherwise deal in motor vehicles and components thereof and replacement parts and accessories therefor. 2. To develop, design, manufacture, assemble, sell and purchase, export and import and otherwise deal in agricultural machinery and industrial engines, etc., and components thereof and replacement parts and accessories therefor. (Added) 3. To sell and purchase used motor vehicles and components thereof and replacement parts and accessories therefor. 4. To sell meters, gauges, etc. 5. To carry out the agency business of non-life insurance and of insurance under the Automobile Accident Compensation Security Act. (Added) Proposed Amendments Article 1 to Article 2 (The same as the current provisions.) (Purpose) Article 3. The purpose of the Corporation is to engage in the following businesses: 1. To develop, design, manufacture, assemble, sell and purchase, export and import and otherwise deal in motor vehicles and components thereof and replacement parts and accessories therefor. 2. To develop, design, manufacture, assemble, sell and purchase, export and import and otherwise deal in agricultural machinery and industrial engines, etc., and components thereof and replacement parts and accessories therefor. 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. 4. To sell and purchase used motor vehicles and components thereof and replacement parts and accessories therefor. (Deleted) 5. To carry out the agency business of non-life insurance and of insurance under the Automobile Accident Compensation Security Act. 6. To carry out the construction business, the civil 8

9 (Added) (Added) (Added) (Added) 6. To carry out the financial business. (Added) 7. To carry out any business incidental or relating to any of the foregoing. engineering business, the electrical engineering business, the telecommunication engineering business and the machinery and equipment installation business. 7. Information processing, information transmission, information providing, and development, sale and purchase, and lease of software. 8. Transport by land, sea or air, warehousing, and other transportation services related thereto. 9. Sale and purchase, lease, agency and management of real estate. 10. Acquisition, operation and management of facilities with regard to education, healthcare, sports, exhibitions, dining, and accommodation, etc., and stores, etc. attached thereto. 11. To carry out the general leasing business, the leasing agency business, the rental services and the financial business. 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. 13. To carry out any business incidental or relating to any of the foregoing. Article 4 to Article 45 (Provisions omitted.) Article 4 to Article 45 (The same as the current provisions.) 9

10 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. No. 1 Carlos Ghosn Name Reappointment Position and responsibility in MMC Chairman of the Board (Representative Director) Board of Directors Meeting attendance (FY 2017) 14/14 Term of office (at the conclusion of this meeting) 1 year and 6 months Member of the Board and 2 Osamu Masuko Reappointment CEO 14/14 14 years (Representative Director) 3 Shunichi Miyanaga Reappointment Outside Members of the Board (Outside Director) 11/14 4 years 4 Ken Kobayashi Reappointment Outside Members of the Board (Outside Director) 12/14 2 years 5 Hitoshi Kawaguchi Reappointment Outside Members of the Board (Outside Director) 13/14 1 year and 6 months 6 Hiroshi Karube Reappointment Outside Members of the Board (Outside Director) 14/14 1 year and 6 months Setsuko Egami New 7 (Real Name: Outside Setsuko Kusumoto) Independent Main Kohda New 8 (Real Name: Outside Tokuko Sawa) Independent 10

11 No. 1 2 Name (Date of birth) Carlos Ghosn (March 9, 1954) Reappointment History, position and responsibility in MMC and important concurrent positions Number of MMC shares owned October 1996 Joined Renault 11,619 December 1996 Executive Vice President, Renault June 1999 June 2000 June 2001 June 2003 April 2005 June 2008 May 2009 Director and COO, Nissan Motor Co., Ltd. President and COO, Nissan Motor Co., Ltd. President and CEO, Nissan Motor Co., Ltd. Co-Chairman, President and CEO, Nissan Motor Co., Ltd. Board of Director, CEO, Renault Chairman and President, Renault-Nissan B.V. (to the present) Chairman, President and CEO, Nissan Motor Co., Ltd. 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) <Important concurrent positions> Chairman, Nissan Motor Co., Ltd. Chairman of the Board of Directors and CEO, Renault Chairman and President, Renault-Nissan B.V. [Reasons for nomination] Mr. Carlos Ghosn has considerable insight and experience concerning the automotive business. As such, MMC continuously proposes him as a candidate for Member of the Board with the expectation that these qualities may benefit MMC s management. Osamu Masuko (February 19, 1949) Reappointment April 1972 Joined Mitsubishi Corporation 21,397 April 2003 June 2004 January 2005 October 2007 June 2014 June 2016 Senior Vice President, Division COO of Motor Vehicle Business Div., Mitsubishi Corporation Managing Director, in charge of Overseas Operations Group Headquarters, MMC President, Chief Business Ethics Officer, MMC President, MMC Chairman of the Board and CEO, MMC 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. 11

12 No. 3 Name (Date of birth) Shunichi Miyanaga (April 27, 1948) Reappointment Outside Director History, position and responsibility in MMC and important concurrent positions Number of MMC shares owned 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. April 2013 Member of the Board, President, Mitsubishi Heavy Industries, Ltd. April 2014 Member of the Board, President, CEO, Mitsubishi Heavy Industries, Ltd. (to the present) June 2014 Member of the Board, MMC (to the present) <Important concurrent positions> Member of the Board, President, CEO, Mitsubishi Heavy Industries, Ltd. [Reasons for nomination] Mr. Shunichi Miyanaga has considerable experience, achievements and insight nurtured through his long-standing career in corporate management at the manufacturing company that operates worldwide. As such, MMC continuously proposes him as a candidate for Outside Director with the expectation that these qualities may benefit MMC s management. 12

13 No. 4 Name (Date of birth) Ken Kobayashi (February 14, 1949) Reappointment Outside Director History, position and responsibility in MMC and important concurrent positions Number of MMC shares owned 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, Group CEO of Industrial Finance, Logistics & Development Group, Mitsubishi Corporation June 2008 Executive Vice President, Group CEO of Industrial Finance, Logistics & Development Group, Mitsubishi Corporation April 2010 Senior Executive Vice President, Executive Assistant to President, Mitsubishi Corporation 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) <Important concurrent positions> Chairman of the Board, Mitsubishi Corporation Outside Director, NISSIN FOODS HOLDINGS CO., LTD. Outside Director (Member of the Board), Mitsubishi Heavy Industries, Ltd. [Reasons for nomination] Mr. Ken Kobayashi has considerable experience, achievements and insight on global business management nurtured through his career as a corporate manager at a general trading company that operates worldwide. As such, MMC continuously proposes him as a candidate for Outside Director with the expectation that these qualities may benefit MMC s management. 13

14 No. 5 Name (Date of birth) Hitoshi Kawaguchi (August 23, 1953) Reappointment Outside Director History, position and responsibility in MMC and important concurrent positions Number of MMC shares owned 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 Officer) in charge of Global External and Government Affairs, Japan Communication, Corporate Service Management Department, CSR Department, Nissan Motor Co., Ltd. (to the present) December 2016 Member of the Board, MMC (to the present) <Important concurrent positions> Senior Vice President, CSO (Chief Sustainability Officer), Nissan Motor Co., Ltd. 6 [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. Hiroshi Karube (April 23, 1956) 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. (to the present) <Important concurrent positions> 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. 14

15 No. 7 Name (Date of birth) April 1983 June 2007 Setsuko Egami (Real Name: Setsuko April 2009 Kusumoto) (July 16, 1950) New Outside Director Independent Director History, position and responsibility in MMC and important concurrent positions 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 2011 April 2012 June 2015 Outside Corporate Auditor, Taisho Pharmaceutical Co., Ltd. Professor, Graduate School of Humanities, Musashi University (to the present) Professor, Faculty of Sociology, Musashi University (to the present) Outside Audit & Supervisory Board Member, Yusen Logistics Co., Ltd. (to the present) Dean, Faculty of Sociology, Musashi University Outside Director, Mitsubishi Estate Co., Ltd. (to the present) Number of MMC shares owned <Important concurrent positions> Outside Audit & Supervisory Board Member, Yusen Logistics Co., Ltd. (Will be resigned in June 2018) Professor, Graduate School of Humanities, Musashi University Professor, Faculty of Sociology, Musashi University Outside Director, Mitsubishi Estate Co., Ltd. [Reasons for nomination] Although Ms. Setsuko Egami does not have experience of involvement in the management of a company by means other than serving as an outside officer, she has considerable insight and experience concerning corporate strategies, marketing strategies, human resources development and others. As such, MMC proposes her as a candidate for Outside Director with the expectation that these qualities may benefit MMC s management. 15

16 No. 8 Name (Date of birth) Main Kohda (Real Name: Tokuko Sawa) (April 25, 1951) New Outside Director Independent Director History, position and responsibility in MMC and important concurrent positions 16 Number of MMC shares owned 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 Broadcasting Corporation June 2012 Outside Director, Japan Tobacco Inc. (to the present) June 2013 Outside Director and member of the Compensation Committee, LIXIL Group Corporation (to the present) June 2016 Outside Director and member of the Audit Committee, Japan Exchange Group (to the present) <Important concurrent positions> Novelist Outside Director, Japan Tobacco Inc. 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

17 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 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. 17

18 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. No. Name Number of 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 22, 1954) New April 2016 June 2016 January 2017 April 2018 Senior Executive Officer, Assistant to President, MMC Member of the Board, Executive Vice President (Overseas Operations, Global After Sales), MMC Member of the Board, Executive Vice President (Overseas Operations, Global After Sales), CPO, MMC 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. 18

19 No. 2 Name (Date of birth) Katsunori Nagayasu (April 6, 1947) History and important concurrent positions Number of MMC shares owned May 1970 Joined The Mitsubishi Bank, Ltd. June 1997 June 2000 April 2001 October 2001 June 2002 April 2004 January 2005 May 2005 October 2005 Director, The Bank of Tokyo-Mitsubishi, Ltd. ( BTM ) Retired from Director, BTM Managing Director, NIPPON TRUST BANK LIMITED Director, Mitsubishi Tokyo Financial Group, Inc. ( MTFG ) Managing Director, The Mitsubishi Trust and Banking Corporation Managing Director, BTM Director and Managing Officer, MTFG Senior Managing Director, BTM Deputy President, BTM Managing Officer, Mitsubishi UFJ Financial Group, Inc. ( MUFG ) December 2005 Retired from Managing Officer, MUFG January 2006 June 2006 April 2008 April 2010 April 2012 April 2013 June 2013 June 2014 April 2016 April 2018 Deputy President, The Bank of Tokyo-Mitsubishi UFJ, Ltd. ( BTMU ) Deputy President, MUFG President, BTMU Director, MUFG President & CEO, MUFG Chairman, BTMU Director, MUFG Retired from Director, MUFG Audit & Supervisory Board Member, MMC (to the present) Senior Advisor, BTMU Senior Advisor, MUFG Bank, Ltd. (to the present) <Important concurrent positions> Senior Advisor, MUFG Bank, Ltd. Outside Audit & Supervisory Board Member, NIPPON STEEL & SUMITOMO METAL CORPORATION Outside Director, Isetan Mitsukoshi Holdings Ltd. Outside Director, Kirin Holdings Company, Limited Outside Director, Mitsubishi Electric Corporation [Reasons for nomination] Mr. Katsunori Nagayasu has considerable experience and deep insight as a corporate manager. As such, MMC continuously proposes him as a candidate for Outside Audit & Supervisory Board Member with the expectation that these qualities may be reflected in MMC s audit. (Notes) 1. Reappointment Outside Audit & Supervisory Board Member Mr. Katsunori Nagayasu s term of office as Outside Audit & Supervisory Board Member will be four years as of the conclusion of this Ordinary General Meeting of Shareholders. 2. MMC has concluded agreements with Mr. Katsunori Nagayasu limiting his 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. 19

20 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. 20

21 (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 in all regions, and grew by 175,000 (19%) year on year to 1,101,000 units. In Japan, in addition to a recovery in sales of the ek Wagon and ek Space minicars, the Delica D:5 and other Active Gear Series were in good demand, and moreover sales of the new Eclipse Cross compact SUV began at the end of the fiscal year. As a result, Japanese sales volume (retail) increased by 18,000 (23%) year on year to 98,000 units. In North America, brisk sales of the Outlander and Outlander Sport led sales volume (retail) to grow by 11,000 (8%) year on year to 155,000 units. In Europe, sales volume (retail) increased by 14,000 (8%) year on year to 193,000 units due mainly to a recovery in sales volume (retail) in Russia where sales of the Outlander and Pajero Sport were brisk. In Asia, which showed the largest growth, overall sales volume (retail) grew by 117,000 (37%) year on year to 432,000 units. The growth was mainly driven by a smooth start of the new XPANDER MPV, which was launched in October in Indonesia and won the Car of the Year 2018 in the said country, as well as a steadily and continuously rising sales of the Outlander, which has been localized since two years ago in China. In the other region, sales volume (retail) increased 15,000 (7%) year on year to 223,000 units due to a growth in sales volume (retail) in Australia and other factors. Consolidated net sales grew by billion yen (15%) year on year to 2,192.4 billion yen. Consolidated operating profit grew by 93.1 billion yen (1,825%) to 98.2 billion yen owing to cost cutting effects and decreased expenses for market quality measures on top of the impact of the rise in sales volume. Consolidated ordinary profit grew by billion yen (1,137%) year on year to billion yen. Consolidated profit (profit attributable to owners of parent) increased by billion yen from the previous fiscal year when a loss of billion yen was posted principally owing to a loss related to the fuel-consumption testing controversy, putting the MMC group back in the black with a profit of billion yen. The following policies were implemented by the MMC group in the fiscal year under review. <Outline> In the fiscal year under review, starting the three-year mid-term business plan DRIVE FOR GROWTH, MMC set 21

22 and worked on the three priority goals, restore trust, which was damaged by the improper conduct in fuel economy testing, keep MMC on track for a V-shaped recovery in operating results and ensure the successful launch of new models, aiming to build the foundations for profitable and sustainable growth. The plan is ambitious targeting units sales per year of 1,300,000 units and annual net sales of 2.5 trillion yen in FY2019, each of which are up 30% or more compared with FY2016, and operating margin of 6% or more. MMC will continuously transform itself for achieving this plan. First, for the restoration of trust, MMC has been verifying the effects of the 31 measures to prevent recurrence of improper conduct in fuel economy testing. MMC will continue to verify the effects and take necessary improvement measures to ensure recurrence prevention. MMC reported a status of the verifications to the Ministry of Land, Infrastructure, Transport and Tourism in Japan on a quarterly basis. In addition, an employee training facility Ayamachi ni Manabu Kenshushitu (training room for learning by mistakes) was set up. It will raise employees consciousness by making them relearn and draw lessons and will prevent memories the string of past issues of MMC on safety and quality including the improper conduct in fuel economy testing from fading. For the V-shaped recovery in operating results and the launch of new models, MMC has first placed a high priority on implementing measures to enhance its competitiveness in the ASEAN region, one of its strengths. The Indonesia plant began its operations in April 2017, and the XPANDER produced at the plant was launched in October The XPANDER won the Car of the Year in March 2018 in Indonesia with high praise for innovative design, spacious interior, great performance and others, and has also shown sales that are far better than planned. MMC started to export and sales of the XPANDER to Philippines and other ASEAN countries since April MMC aims to continuously increase the market share in the ASEAN region. In Philippines, Indonesia and Vietnam, MMC has signed a memorandum of understanding on joint research on reduction of environmental burdens utilizing electrification technology with their governments and built a close cooperative structure with the governments towards expanding the spread of electric-powered cars in the ASEAN regions. The Eclipse Cross compact SUV, another new model in FY2017, has also been appreciated for its high product appeal as a fascinating product with a combination of design of stylish coupe form and dynamic mobility of SUV, enjoying acclaim for its safe performance in Europe and other countries. MMC has started shipping of the model, as a globally strategic model, to Europe since October and begun its sales in Japan, North America, Oceania and other regions. The model will also be launched in China and many other countries, driving improvement in operating results of MMC. As for the alliance, MMC has launched the sales financing business under the MMC brand through the collaboration with Renault and Nissan Motor Co., Ltd. since June The business has enabled MMC to provide appealing and competitive financing services to more customers since June Together with Nissan Motor Co., Ltd., MMC has carried out measures to leverage economies of scale of the alliance, as seen in the announcement of jointly conducting warehouse and logistics operations for parts and accessories. The fiscal year under review was a milestone year that marks the 100th year since Mitsubishi started making 22

23 automobiles. At the Tokyo Motor Show in this milestone year, MMC presented the new brand message, Drive your Ambition, which was renewed after 10 years. This is a statement that reconfirms strengthens in car making cultivated for many years and Mitsubishi Motors uniqueness and presents what MMC will aspire to become, as well as Mitsubishi Motor s expression of commitment to future car making. New value offered by MMC will enable experience that customers have not had previously. MMC will continue to support customers who have aspirations such as looking to broaden their horizons, to take on new adventures and challenges. 23

24 (2) State of capital expenditure The MMC group invested a total of 99.9 billion yen as capital expenditure in the fiscal year under review, mainly as a result of investment in development equipment and production equipment for new products and technologies. (3) State of financing The necessary funds for the fiscal year under review were covered mainly with cash reserves. Due to loans by consolidated subsidiaries for working capital and capital expenditure, the balance of loans payable of MMC group as of March 31, 2018 is now 26.6 billion yen. (4) Issues to be addressed FY2018 is the second year in the three-year mid-term business plan and an important fiscal year for MMC aiming to build the solid foundations for maintaining the competitive edge. In the fiscal year under review, MMC will focus on the following three management issues that need to be addressed to achieve corporate growth. First, MMC will further enhance its efforts for core markets in which MMC has potential. In the ASEAN region that supports the framework of MMC s business performance, MMC aims to ensure expansion of the market share in the ASEAN with the XPANDER, which has been praised in Indonesia, and other models. The Indonesia plant will enhance its capacity during FY 2018 in line with an increase in the production for export. In China and the U.S., MMC will increase its sales volume through expansion of the sales network and strengthening of its product lineup while utilizing resources of the alliance. Particularly in China, following localization of vehicles in FY2017, MMC will start local production of engines in FY 2018, promoting measures to further enhance the cost competitiveness. Next, for new models, as presented in the mid-term business plan, MMC plans to launch three models in FY2018, of which two models will be for the domestic market. MMC will carry out various sales measures including sales promotion through digital marketing, towards a recovery of sales in the domestic market. Lastly, MMC will strive to strengthen its competitiveness through utilization of the alliance. The utilization of new technological assets such as autonomous cars, electrification and connected cars will enable lower development expenses, compared with the case where MMC alone conducts business. While strategically making investments in facilities and research and development, MMC has launched efforts to reduce costs in manufacturing including production and procurement. These efforts will be accelerated through functional integration in the alliance, which was announced in March MMC will participate in some areas including the purchase function and promoted the cooperation by stages from April 2018, and aims to further improve business performance by participating in the functional integration on a full scale from FY2019. In addition, in light of the drastically changed business environment, MMC has newly established its corporate Vision and Mission as follows. 24

25 [Vision] (the society we want to create) Create vibrant society by realizing the potential of mobility [Mission] (the ways to realize the Vision) 1. Provide new experiences for our customers with creative products and service excellence 2. Make positive contributions to the sustainable development of our society 3. Act sincerely as a trusted company 4. Enhance stakeholder value by leveraging the Alliance The automobile industry faces an era of unprecedented substantial transformation. Like in autonomous driving, electrification or connected cars, the competition in development is expected to differ completely, both in quality and in quantity. To address the drastic changes in environment and to continue to exist as a company desired by society, MMC endeavors to restore its trust through the activation of our Mission and the materialization of our Vision. Given this outlook and the reforms underway, we hope to continue receiving shareholders support and guidance. 25