Mitsubishi Heavy Industries : Notice of The 97th Annual General Meeting of Shareholders (1.3MB)

(Note) This is a translation of the official Japanese original for reference purposes only. In the event of any discrepancy between this translation and the official Japanese original, the Japanese original shall prevail.

Please note that differences between this translation and those in the previous years may not necessarily mean that there have been changes in the official Japanese original, since the translation differences may stem only from a more accurate translation.

[Security Code: 7011]

June 7, 2022

To the Shareholders:

Seiji Izumisawa, President and CEO

Mitsubishi Heavy Industries, Ltd.

2-3, Marunouchi 3-chome,

Chiyoda-ku, Tokyo

NOTICE OF THE 97TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

We are pleased to announce that the 97th Annual General Meeting of Shareholders of Mitsubishi Heavy Industries, Ltd. ("MHI") will be held as described below.

For this General Meeting of Shareholders, you may exercise your voting rights in writing or via the Internet (as indicated in the "Instructions for voting," on pages 3-4).

Please examine the Reference Materials Relating to the General Meeting of Shareholders (pages 5- 22), and exercise your voting rights in advance, by 5:30 p.m. on Tuesday, June 28, 2022 (Japan time).

1. Date and Time: Wednesday, June 29, 2022 at 10:00 a.m. (Japan time)

2. Place:	Tokyo Kaikan, 3F "Rose"
	2-1, Marunouchi 3-chome,Chiyoda-ku, Tokyo

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3. Purposes:

To report on the following items:

Item No. 1: Business Report, Consolidated Financial Statements for the 2021 fiscal year (from April 1, 2021 to March 31, 2022), and Audit Report on the Consolidated Financial Statements by the Financial Auditor and Audit and Supervisory Committee.

Item No. 2: Non-consolidated Financial Statements for the 2021 fiscal year (from April 1, 2021 to March 31, 2022).

To consider and resolve the following proposals: Proposal No. 1: Appropriation of Surplus

Proposal No. 2: Partial Amendments to the Articles of Incorporation

Proposal No. 3: Election of 7 Directors (Excluding Directors Who Are Serving as Audit and Supervisory Committee Members)

Proposal No. 4: Election of 1 Director Who Is Serving as an Audit and Supervisory Committee Member

(End)

• Information concerning the following items is not included in the Attachment to the Notice of the 97th Annual General Meeting of Shareholders, but is posted on MHI's website on the Internet (at the URL shown below) pursuant to the laws of Japan and the Article 16 of MHI's Articles of Incorporation.
• 1. "Stock Acquisition Rights of MHI" and "Establishing a Framework for Ensuring Appropriate Business Conduct" of Business Report
  2. "Consolidated Statement of Changes in Equity" and "Notes to the Consolidated Financial Statements" of Consolidated Financial Statements and "(Reference) Consolidated Statement of Cash Flows"
  3. "Non-ConsolidatedStatement of Changes in Net Assets" and "Notes to the Non- consolidated Financial Statements" of Non-consolidated Financial Statements
• Should there be a need to amend the Reference Materials Relating to the General Meeting of Shareholders, or the Business Report, the Consolidated and the Non-consolidated Financial Statements, the amended material will be posted on MHI's website on the Internet (at the URL shown below).

Website of MHI: https://www.mhi.com/finance/stock/meeting/

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INSTRUCTIONS FOR VOTING

You are kindly requested to exercise your voting right by either of the following methods.

Exercise of Voting Rights in Writing

Please examine the following Reference Materials Relating to the General Meeting of Shareholders (pages 5-22) and indicate whether you are for or against each proposal on the enclosed voting card and post it without affixing a postage stamp.

If neither the "agree" nor "against" box on the voting card is checked, it will be deemed to be a vote to "agree" to the proposal

Exercise due date: No later than 5:30 p.m., on Tuesday, June 28, 2022 (Japan time)

Guidance for filling in the voting card

Proposal No. 1, Proposal No. 2 and Proposal No. 4:

• When you are for the proposal, mark 〇 in the "agree" box.
• When you are against the proposal, mark 〇 in the "against" box. Proposal No. 3:
• When you are for all of the proposed persons in the proposal, mark 〇 in the "agree" box.
• When you are against all of the proposed persons in the proposal, mark 〇 in the "against" box.
• If you are against certain candidates, mark 〇 in the "agree" box, and also write the candidate number for each candidate you are against inside the parentheses on the right side of the "agree" box (a consecutively ordered number has been given to each candidate in the Reference Materials Relating to the General Meeting of Shareholders).

Exercise of Voting Rights via the Internet

Please examine the following Reference Materials Relating to the General Meeting of Shareholders (pages 5-22) and indicate whether you are for or against each proposal by accessing the site "Procedures for Shareholders' Meetings" (https://evote.tr.mufg.jp/). For details, please refer to the "Instructions for Voting Right via the Internet" on the following.

Exercise due date: No later than 5:30 p.m., on Tuesday, June 28, 2022 (Japan time)

Attend the General Meeting of Shareholders

Please present the voting card enclosed with this notice to the reception desk on the day of the General Meeting of Shareholders.

Date and Time: Wednesday, June 29, 2022 at 10:00 a.m.

	(The reception desk will open at 9:00 a.m.) (Japan time)
Place:	Tokyo Kaikan, 3F "Rose"
	2-1, Marunouchi 3-chome,Chiyoda-ku, Tokyo

• If you exercise your voting right by proxy, the proxy shall be limited to one other shareholder who has the voting right. In this case, in addition to the voting card for exercising voting rights as proxy and the letter of attorney, the proxy should submit the proxy's own voting card.
• If you attend the General Meeting of Shareholders, we kindly ask you to bring this notice as reference documents describing the planned proceedings.

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Handling of the Duplicated Exercises of Voting Rights for the Same Proposal

• If the voting right is exercised multiple times both in writing and via the Internet, the exercise of the voting right via the Internet will be deemed effective.
• If the voting right is exercised multiple times other than as described above, the last exercise of the voting right will be deemed effective.

Instructions for Voting Right via the Internet

1. Access to the Website to Exercise of Voting Rights Access by scanning the QR code

Using a smartphone to scan the "Login QR code" printed on the voting card will result in you being taken automatically to the website for the exercise of voting rights. Please follow the directions that appear on the screen to indicate whether you are for or against each proposal.

• For security reasons, the exercise of voting rights by means of the QR code may only be performed once. When changing the details of the exercise of voting rights, even if the QR code is scanned, it will be necessary to input the login ID and temporary password printed on the voting card.
• Depending on the model of smartphone used, it may not be possible to login using the QR code. If this is the case, please exercise your voting rights in accordance with "Access by entering a login ID and password," below.
• • QR Code is a registered trademark of DENSO WAVE INCORPORATED.

Access by entering a login ID and password

Please indicate whether you are for or against each proposal by accessing the site "Procedures for Shareholders' Meetings" (https://evote.tr.mufg.jp/) in accordance with instructions on the screen.

1. Enter the login ID and temporary password printed on the voting card (or the password registered by the shareholder) and click Login button
2. Register a new password (on first use only)

2. Notes regarding the Exercise of the Voting Right via the Internet

1. When voting by a computer, please read the site's "Terms of Use" and "Usage Guide." When voting by a smart phone, please read the site's "Terms of Use" and "Usage Guide."
2. Please note that the website will be unavailable every day from 2:00 a.m. to 5:00 a.m. (Japan time).
3. Shareholders will be responsible for the Internet connection charges and the communication charges, etc. arising from accessing the site "Procedures for Shareholders' Meetings."
4. Please contact the following if you have questions about the site "Procedures for Shareholders' Meetings":

Mitsubishi UFJ Trust and Banking Corporation, Corporate Agency Division (Help Desk) Telephone: [phone] (toll free)

Service Hours: 9:00 a.m. to 9:00 p.m. (Japan time)

Shareholders participating in the "Electronic Proxy Voting Platform" managed by ICJ, Inc. may place their votes through this platform.

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REFERENCE MATERIALS

RELATING TO THE GENERAL MEETING OF SHAREHOLDERS

Proposal No. 1: Appropriation of Surplus

MHI has set a basic policy of implementing returns to shareholders with a consolidated dividend payout ratio of around 30% while considering a balance between "business growth" and "financial soundness."

Based on this policy and taking full account of our business results for the fiscal year under review, financial position as of the end of the fiscal year under review and others, MHI proposes to pay a dividend of ¥55 per share as the Year-end Dividend defined in Article 45 of the Articles of Incorporation. Combined with the Interim Dividend of ¥45 per share paid in December 2021, the total annual dividend will be ¥100 per share, an increase of ¥25 over that of the previous fiscal year (FY2020).

1. Kind of Dividend Property Cash
2. Dividend Allocation and Total Amount of Dividends Dividend allocation: ¥55 per share of MHI's common stock Total amount of dividends: ¥18,528,406,160
3. Effective Date of Dividend Allocation June 30, 2022

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