Note: This notice is a partial translation of the Japanese original for reference purposes only. In the event of any discrepancy between this translation and the Japanese original, the original shall prevail. Amano Corporation (the Company) assumes no responsibility for direct, indirect or any other forms of damages arising from the translation.
Stock Exchange Code 6436: TSE Prime Market
June 6, 2025 (Start Date of Electronic Provision Measures Matters June 5, 2025)
Amano Corporation
President & Representative Director Manabu Yamazaki
275 Mamedocho, Kohoku-ku, Yokohama
Notice: The 109th Annual Shareholders MeetingDear Shareholders:
The Company would like to express its appreciation for your continued support and patronage.
Please be informed that it will hold the 109th Annual Shareholders Meeting of the Company. The meeting will be held for the purposes as described below.
For the convening of this Annual Shareholders Meeting, information contained in the Reference Documents for the Annual Shareholders Meeting, etc. (matters to be electronically provided) is provided electronically, and is posted on the Company's website as "Notice of the 109th Annual Shareholders Meeting". (Japanese version only)
The Company's website https://www.amano.co.jp/ir/stock/meeting/
In addition to the above, such information is also available on the website of the Tokyo Stock Exchange (TSE).
The TSE's website https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the TSE's website above, enter the company name (Amano Corporation) or stock exchange code (6436), search for it, and select "Basic information" and "Documents for public inspections/PR information" to confirm them.
If you are unable to attend the meeting, you may exercise your voting rights in writing or online via the internet. Please review the attached Reference Documents for the Shareholders Meeting, and exercise your voting rights by 5:00 p.m. on Thursday, June 26, 2025 Japan Standard Time.
- Date and Time : Friday, June 27, 2025 at 10:00 a.m. Japan Standard Time
- Place : Conference room at the Company located at 275 Mamedocho, Kohoku-ku, Yokohama
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Meeting Agenda for the Shareholders Meeting:
Matters to be reported : 1. The Business Report, Consolidated Financial Statements for the
Company's 109th Fiscal Year (April 1, 2024-March 31, 2025) and results of audits by the Accounting Auditor and the Audit & Supervisory Board of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company's 109th Fiscal Year (April 1, 2024-March 31, 2025)
Proposals to be resolved: Proposal 1: Appropriation of Surplus Retained Earnings Proposal 2: Appointment of 8 Directors Proposal 3: Appointment of 2 Audit & Supervisory Board MembersIf no indication of approval or disapproval is made for an agenda item on the voting form, it will be treated as an indication of "approval".
When attending the meeting, please submit the enclosed voting rights exercise form at the reception desk. In the event of any revision to the items of the electronic provision measures, the revised information will be posted on the respective websites where the information is posted.
Guidance on Exercising Voting Rights, etc.Exercise of voting rights in writing (by mail)
Please indicate approval or disapproval on the enclosed voting rights exercise form, and return it to the Company without affixing a stamp.
Voting deadline : Arrive at the Company by 5:00 p.m. Thursday, June 26, 2025 Japan Standard Time.
Exercise of voting rights via the internet, etc.
Please access the website below via personal computer or smartphone, enter the "Login ID" and "Temporary password" indicated on the voting rights exercise form, and follow the instructions on the screen to enter approval or disapproval. (https://evote.tr.mufg.jp/)
Voting deadline : Entry completed by 5:00 p.m. Thursday, June 26, 2025 Japan Standard Time.
How to handle of voting rights exercised more than once
In the event you vote both in writing and online, your online vote shall be deemed effective and counted.
In the event you vote multiple times online, your intention indicated on the last vote shall be deemed effective and counted.
Any costs incurred in accessing the website for exercising voting rights (such as internet connection fees) shall be borne by the shareholders.
To Institutional Investors :
If you have applied in advance to use the voting platform operated by Investor Communications Japan Inc., you may exercise your voting rights via the platform.
Reference Documents for the Shareholders Meeting Proposals and References Proposal 1: Appropriation of Surplus Retained EarningsThe Company places great importance on its policy for dividend payments to its shareholders. Fundamental to this is its policy for the return of profit to shareholders, together with appropriate results-based distributions of profits.
Dividends shall be determined based on a Payout Ratio of at least 40% on a consolidated basis, a Ratio of Dividend to Net Assets of at least 2.5%, and a Total Return Ratio of at least 55%.
Matters concerning Year-end dividend
Type of dividend property Cash
Allocation of dividend property and its total amount JPY125.00 per common stock of the Company. Total amount of dividend JPY9,000,764,750
As a result, the annual dividend including the interim dividend shall amount to JPY175.00 per share, a year-on-year increase of JPY40.00.
Effective date of allotment of surplus retained earnings June 30, 2025
The term of office of all of 8 Directors will expire at the conclusion of this year's Annual Shareholders Meeting. Accordingly, the Company proposes the appointment of 8 Directors.
The candidates are as follows:
No. | Name | Current title and responsibilities at the Company | Board of Directors Meeting Attendance | |
1 | Hiroyuki Tsuda | Male Reappointed | Chairman & Representative Director | 100% (8/8) |
2 | Manabu Yamazaki | Male Reappointed | President & Representative Director | 100% (8/8) |
3 | Yoshihiko Hata | Male Reappointed | Director & Managing Operating Officer Sales & Marketing Supervisory / Business Supervisory / Domestic Group Company Supervisory | 100% (8/8) |
4 | Susumu Ikoma | Male Newly appointed | Managing Operating Officer Overseas Business / Overseas Group Company Supervisory / President of the Amano USA Holdings, Inc. | -% (-/-) |
5 | Fujinori Tazo | Male Reappointed | Director & Operating Officer Production Supervisory / R&D Supervisory | 100% (8/8) |
6 | Michinobu Omori | Male Reappointed Outside Independent | Director (Outside) | 100% (8/8) |
7 | Sumie Watanabe | Female Reappointed Outside Independent | Director (Outside) | 100% (8/8) |
8 | Keiko Tamura | Female Newly appointed Outside Independent | - | -% (-/-) |
No.1 Hiroyuki Tsuda Male Date of Birth February 18, 1960 Reappointed Number of the Company's shares held 44,100 Board of Directors Meeting Attendance 100% (8/8) |
Career summary, status and responsibilities in the Company, and significant concurrent positions |
April 1982 Joined the Company April 2007 General Manager of Kanto Regional Sales & Marketing Unit of the Company April 2011 General Manager of Chubu Regional Sales & Marketing Unit of the Company April 2013 Operating Officer of the Company April 2014 Resigned from the office of Operating Officer of the Company April 2014 President & Representative Director of the Amano Management Service Corporation April 2016 Operating Officer of the Company April 2016 Business Supervisory of the Company June 2017 President & Representative Director of the Company April 2023 Chairman & Representative Director of the Company (current position) |
Reasons for nomination as a candidate for Director of the Board
With extensive business experience gained from working in sales and business divisions at the Company, Hiroyuki Tsuda also served as the president of a group company in Japan, and since June 2017, he has been in charge of management of the Company as President & Representative Director and since April 2023 as Chairman & Representative Director. Based on this record of performance, the Company continues to nominate him as a candidate for Director of the Board, because it is expected that he will continue to reinforce the decision-making function of the Board of Directors.
No.2 Manabu Yamazaki Male Date of Birth September 5, 1962 Reappointed Number of the Company's shares held 16,600 Board of Directors Meeting Attendance 100% (8/8) |
Career summary, status and responsibilities in the Company, and significant concurrent positions |
April 1986 Joined the Company April 2013 General Manager of Chugoku & Shikoku Regional Sales & Marketing Unit of the Company April 2014 General Manager of Comprehensive Planning Unit of the Company April 2015 General Manager of Time Information Business Unit of the Company April 2016 Operating Officer of the Company April 2016 Division Manager of Comprehensive Strategy Planning Division and Deputy General Manager of Corporate Planning Unit of the Company April 2017 Business Supervisory and Division Manager of Comprehensive Strategy Planning Division of the Company June 2017 Director of the Company April 2018 Chairman of Amano the USA Holdings Inc. October Chairman & President of the Amano USA Holdings Inc. 2018 February Domestic Group Company Supervisory of the Company 2020 April 2020 Corporate Administration Supervisory and General Manager of Corporate Administration Unit and Domestic Group Company Supervisory of the Company April 2021 Managing Operating Officer of the Company April 2021 Corporate Administration Supervisory and General Manager of Corporate Administration Unit of the Company April 2022 Sales & Marketing Supervisory and Business Supervisory of the Company April 2023 President & Representative Director of the Company (current position) |
