These documents have been translated from Japanese originals for reference purposes only.
In the event of any discrepancy between these translated documents and the Japanese originals, the originals shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damage arising from the translations.
(Securities Code: 6730)
May 30, 2025
(Date of commencement of measures for electronic provision: May 23, 2025)
To Shareholders with Voting Rights:Akihiro Saito
President & Representative Director AXELL CORPORATION
14-1, Sotokanda 4-chome, Chiyoda-ku, Tokyo, Japan
NOTICE OFTHE 30TH ORDINARY GENERAL MEETING OF SHAREHOLDERSDear Shareholders:
We hereby notify you that the 30th Ordinary General Meeting of Shareholders (the “Meeting”) of AXELL CORPORATION (“the Company”) will be held as follows.
When convening the Meeting, the Company has taken measures for electronic provision and has posted matters subject to measures for electronic provision as “Notice of the 30th Ordinary General Meeting of Shareholders” and “Other Matters Subject to Measures for Electronic Provision (Matters Excluded from Paper-based Documents Delivered to Shareholders)” on the following website.
[The Company website] https://www.axell.co.jp/en/ir/holder/#meeting
In addition to the above, the Company also has posted this information on the website of the Tokyo Stock Exchange (TSE). To view the information, please access the following TSE website (Listed Company Search), enter “AXELL” in the “Issue name (company name)” box or “6730” in the “Code” box, and click on “Search,” and then click on “Basic information” and select “Documents for public inspection/PR information.”
[TSE website] https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Instead of attending the Meeting, you may exercise your voting rights via the Internet or in writing. Please review the Reference Documents for the General Meeting of Shareholders and exercise your voting rights no later than 6:00 p.m. on Wednesday, June 18, 2025, Japan time.
- Date and Time: 10:00 a.m. on Thursday, June 19, 2025 (JST)
- Venue: Banquet room “Yukyu” on the second floor of Hotel Metropolitan Edmont located at 10-8, Iidabashi 3-chome, Chiyoda-ku, Tokyo, Japan
- Meeting Agenda:
2. Non-consolidated Financial Statements for FY2024 (from April 1, 2024 to March 31, 2025)
Proposals to be resolved:Proposal No. 1: Distribution of SurplusProposal No. 2: Election of Five Directors (Excluding Directors Serving as Audit and Supervisory Committee Members)◎ If there is no indication of approval or disapproval of a proposal on the Voting Rights Exercise Form, we will treat it as an indication of approval.
◎ If any amendments are made to matters subject to measures for electronic provision, such amendments will be posted on the respective websites where the matters are posted.
https://www.axell.co.jp/en/>
Contents
Reference Documents for the General Meeting of Shareholders 6
Proposal No. 1: Distribution of Surplus 6
Proposal No. 2: Election of Five Directors (excluding Directors Serving as Audit and Supervisory Committee Members) 7
Business Report 14
Overview of the Group 14
Business in FY2024 14
Trends in Assets and Income over the Past Three Fiscal Years 16
Material Subsidiaries 16
Issues to Be Addressed 17
Principal Business (as of March 31, 2025) 18
Principal Offices and Plants (as of March 31, 2025) 18
Employees (as of March 31, 2025) 18
Principal Lenders (as of March 31, 2025) 18
Other Material Information on the Current Status of the Group 19
Status of Shares (as of March 31, 2025) 20
Total Number of Shares Authorized to Be Issued 20
Total Number of Shares Issued 20
Number of Shareholders 20
Major Shareholders (Top 10) 20
Shares Issued to Officers of the Company as Compensation for Duties Performed in FY2024 20
Information on the Company’s Share Acquisition Rights, etc 21
Share Acquisition Rights, etc. Held by the Company’s Officers as of March 31, 2025 21
Share Acquisition Rights Issued to Employees, etc. during FY2024 21
Company Officers 22
Directors (as of March 31, 2025) 22
Outline of Liability Limitation Agreement 23
Outline of Directors and Officers Liability Insurance Agreement 23
Remuneration, etc. for Directors 23
Outside Officers 25
Accounting Auditor 27
Name 27
Amount of Fees, etc 27
Description of Non-auditing Business 27
Policy regarding Determination of Termination or Nonrenewal of Appointment of Accounting
Auditor 27
Outline of Liability Limitation Agreement 27
Outline of Systems to Ensure Compliance with Laws, Regulations and the Articles of Incorporation in the Execution of Duties and Other Systems to Ensure the Properness of Operations and Operational
Status of Said Systems 28
Systems to Ensure that Directors and Employees of the Company Comply with Laws, Regulations
and the Articles of Incorporation in the Execution of Their Duties 28
Systems concerning Storage and Management of Information on the Execution of Duties by
Directors of the Company 28
Internal Regulations and Other Systems concerning Risks of Loss of the Company 28
Systems to Ensure the Efficient Execution of Duties by Directors of the Company 29
Systems to Ensure the Properness of Business Operations in the Corporate Group Consisting of the Company, Its Parent Company and Subsidiaries 29
Matters concerning Directors and Employees to Be Posted as Assistants to the Audit and Supervisory Committee of the Company for the Execution of Audit Duties, Matters concerning the Independence of Said Directors and Employees from Directors (excluding Directors Serving as Audit and Supervisory Committee Members) and Matters concerning Ensuring the Effectiveness of
the Orders from the Audit and Supervisory Committee to Said Directors and Employees 29
Systems for Directors (excluding Directors Serving as Audit and Supervisory Committee Members) and Employees of the Company to Report to the Audit and Supervisory Committee 29
Systems to Ensure that Whistleblowers Pursuant to the Preceding Item Do Not Suffer from Any Disadvantageous Treatment due to their Reports 30
Matters concerning the Policies for the Treatment of Expenses or Obligations to Be Incurred for the Execution of Duties by Audit and Supervisory Committee Member(s) 30
Other Systems to Ensure the Effectiveness of Auditing by the Audit and Supervisory Committee of the Company 30
Systems to Ensure the Reliability of Financial Reporting 30
Policy for Determination of Distribution of Surplus, etc 32
Basic Policy regarding the Company’s Control 32
Consolidated Balance Sheet 33
Consolidated Statement of Income 34
Consolidated Statement of Changes in Net Assets 35
Notes to Consolidated Financial Statements 36
Non-consolidated Balance Sheet 45
Non-consolidated Statement of Income 46
Non-consolidated Statement of Changes in Net Assets 47
Notes to Non-consolidated Financial Statements 48
Accounting Auditor’s Report on Consolidated Financial Statements 52
Accounting Auditor’s Report on Non-consolidated Financial Statements 54
Report of the Audit and Supervisory Committee 56
