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Replacement of Directors, Transition of Management

Jun. 13, 2013

Tokyo, June 13, 2013 — Kawasaki Heavy Industries, Ltd. announces that the Board of Directors, in its meeting held today, has passed resolutions regarding replacement of directors and transition of management as stated below.

Kawasaki Heavy Industries also corrects certain announcements it has previously made, and announces that it has terminated all negotiations regarding management integration with Mitsui Engineering and Shipbuilding Co., Ltd.

 

1. Replacement of Directors

The Board of Directors has, in its meeting held today, not taking into account the votes of the personnel in subject, unanimously passed resolution to dismiss Mr. Satoshi Hasegawa, Mr. Mitsutoshi Takao and Mr. Masahiko Hirohata from their former positions of President, Senior Executive Vice President, and Senior Vice President respectively to Directors under supervision of President. 

This replacement is due to arbitrary management actions of the above personnel in neglect of the view of the majority of the Board of Directors.

The Board had but to deem such actions questionable and unaligned with what the Board considers as good corporate governance and compliance, and made appropriate decisions.

 

Nominations (effective June 13, 2013)

   Shigeru Murayama
   President *
   (former Senior Vice President *
   President, Aerospace Company) 

   Kyohei Matsuoka
   Senior Executive Vice President *
   (former Senior Vice President *
   President, Rolling Stock Company)

   Hiroshi Takata
   Senior Executive Vice President *
   (former Senior Vice President *
   President, Motorcycle & Engine Company) 

   Yoshinori Kanehana
   Senior Vice President *
   President, Rolling Stock Company
   (former Senior Vice President
   General Manager, Marketing Division) 

   Satoshi Hasegawa
   Director
   (former President *)

   Mitsutoshi Takao
   Director
   (former Senior Executive Vice President *)

   Masahiko Hirohata
   Director
   (former Senior Vice President
   General Manager, Corporate Control Division)


              * Representative Director

  

2. Transition of Management (effective June 13, 2013) 

   Shigeru Murayama
   President
   (former Senior Vice President
   President, Aerospace Company)

   Kyohei Matsuoka
   Senior Executive Vice President
   (former Senior Vice President
   President, Rolling Stock Company)

   Hiroshi Takata
   Senior Executive Vice President
   (former Senior Vice President
   President, Motorcycle & Engine Company)

   Yoshinori Kanehana
   Senior Vice President
   President, Rolling Stock Company
   (former Senior Vice President
   General Manager, Marketing Division)

   Masahiro Ibi
   Managing Executive Officer
   General Manager, Marketing Division
   (former Managing Executive Officer
   Deputy General Manager, Marketing Division)

   Munenori Ishikawa
   Managing Executive Officer
   President, Aerospace Company
   (former Executive Officer
   Vice President, Aerospace Company)

   Shigehiko Kiyama
   Managing Executive Officer
   President, Motorcycle & Engine Company
   (former Executive Officer
   General Manager, Supply Chain Division
   Motorcycle & Engine Company)

 

3. Resigning Directors
      (at the closing of the regular shareholder meeting of June 26) 

   Satoshi Hasegawa

   Mitsutoshi Takao  

   Masahiko Hirohata

Kawasaki Heavy Industries has sent notice on June 4, 2013 for the 190th regular shareholder meeting with the above three personnel appointed as candidates for Directors. The Board of Directors has passed resolution in its meeting of today to partially withdraw the agenda and subjects for the shareholder meeting, and submit agenda number three “regarding Election of 10 Directors” that does not include the above three personnel as candidates for Directors, to the shareholder meeting.

The reason for this withdrawal has been explained in the above 1.Replacement of Directors.

For details, please refer to the article “Regarding partial rectification of ‘the Notice for 190th regular Shareholder meeting,'” which will be uploaded to the company website shortly.

As have been announced on January 31, 2013, in addition to the above three personnel, Directors Tadaharu Ohashi, Masashi Segawa and Nobumitsu Kambayashi are intended to resign from Directors at the closing of the regular shareholder meeting of June 26.

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