Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.
(Stock Exchange Code 4275) Date of sending by postal mail: June 11, 2025
Start date of measures for electronic provision: June 4, 2025
To Shareholders with Voting Rights:Hirofumi Kaneko
Representative Director and President & CEO
Carlit Co., Ltd.
1-17-10, Kyobashi, Chuo-ku, Tokyo, Japan
NOTICE OF THE 12TH ANNUAL GENERAL MEETING OF SHAREHOLDERSDear Shareholders:
We are pleased to announce the 12th Annual General Meeting of Shareholders of Carlit Co., Ltd. (the "Company"), which will be held as indicated below.
When convening this general meeting of shareholders, the Company takes measures for providing in electronic format the information that constitutes the content of reference documents for the general meeting of shareholders, etc. (items subject to measures for electronic provision). This information is posted on each of the following websites, so please access either of those websites to confirm the information.
The Company's website: https://www.carlithd.co.jp/ir/stock/meeting.html (in Japanese)
Website for posted informational materials for the general meeting of shareholders: https://d.sokai.jp/4275/teiji/ (in Japanese)
TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
(Access the TSE website by using the internet address shown above, enter "Carlit" in "Issue name (company name)" or the Company's securities code "4275" in "Code," and click "Search." Then, click "Basic information" and select "Documents for public inspection/PR information." Under "Filed information available for public inspection," click "Click here for access" under "[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting].")
Instead of attending the meeting in person, you may exercise your voting rights in writing or via the Internet or similar means. Please review the attached Reference Documents for the General Meeting of Shareholders on pages 5 to 16, and exercise your voting rights by 5 p.m. on Thursday, June 26, 2025, Japan time, in accordance with "Guidance on Exercising Voting Rights" on pages 3 to 4.
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Date and Time: Friday, June 27, 2025, at 10 a.m. Japan time
Reception start time: 9:30 a.m.
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Place: Conference room at the Head Office located at Sumitomo Corporation Kyobashi Bldg. 7F,
1-17-10, Kyobashi, Chuo-ku, Tokyo, Japan
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Meeting Agenda:
Matters to be reported: (1) The Business Report, the Consolidated Financial Statements for the
Company's 12th Fiscal Year (April 1, 2024-March 31, 2025), and the results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board
(2) The Non-Consolidated Financial Statements for the Company's 12th Fiscal Year (April 1, 2024-March 31, 2025)
Proposals to be resolved: Proposal 1: Appropriation of Surplus Proposal 2: Election of Seven (7) Directors Proposal 3: Election of Three (3) Audit & Supervisory Board MembersIn the event that no vote for or against the proposals is indicated in the Voting Rights Exercise Form, it will be handled as a vote in favor of the proposal.
When attending the meeting, please submit the Voting Rights Exercise Form at the reception desk.
When attending the meeting, please bring this Notice with you for resource saving purposes.
In the event of a correction to the items subject to measures for electronic provision, a notice that the correction was made, together with the information before and after the correction, will be posted on the websites where the information is provided.
At this General Meeting of Shareholders, we will send you a document detailing the measures for electronic provision, regardless of whether or not you have requested a delivery of documents.
In addition, among the items subject to measures for electronic provision, in accordance with the provisions of laws and regulations and Article 16 of the Articles of Incorporation of the Company, the following items are not provided in the paper-based documents that are sent.
"Main places of business and plants," "Status of employees," "Share Acquisition Rights," "Status of the Accounting Auditor," and "System for Ensuring the Appropriateness of Operations and the Operation Status of this System" in the Business Report
"Consolidated Statement of Changes in Equity" and "Notes to Consolidated Financial Statements" in the Consolidated Financial Statements
"Non-consolidated Statement of Changes in Equity" and "Notes to Non-consolidated Financial Statements" in the Non-consolidated Financial Statements
Therefore the Business Report, Consolidated Financial Statements, and Non-consolidated Financial Statements listed in these documents constitute a portion of the documents which are audited when the accounting audit report is prepared by the Accounting Auditor and the audit report is created by the Audit & Supervisory Board Members.
Guidance on Exercising Voting Rights
Voting at the general meeting of shareholders is an important right for all shareholders.
Please exercise your voting rights after reviewing the Reference Documents for the General Meeting of Shareholders.
Please exercise your voting rights in one of the following three ways.
For General Meeting of Shareholders attendees
Please submit the Voting Rights Exercise Form at the reception desk.
Date and time
Friday, June 27, 2025, at 10 a.m. Japan time
(reception start time: 9:30 a.m.)
For exercising your voting rights in writing (by mail)
Please indicate your vote for or against the proposals on the Voting Rights Exercise Form and return it.
Note: Please use the enclosed sticker to cover the information you enter.
Deadline for exercising voting rights
Thursday, June 26, 2025, at 5 p.m. Japan time
For exercising your voting rights online, etc.
Please follow the directions on the next page to enter your vote for or against the proposals.
Deadline for exercising voting rights
Thursday, June 26, 2025, at 5 p.m. Japan time
How to Fill Out the Voting Rights Exercise Form
Please indicate your approval or disapproval of each proposal.
Proposal 1
To mark your approval → Circle "Approve."
To mark your disapproval → Circle "Disapprove."
Note: The actual Voting Rights Exercise Form may differ from the image.
Proposals 2 and 3
To mark your approval for all candidates
→ Circle "Approve."
To mark your disapproval for all candidates
→ Circle "Disapprove."
To mark your disapproval for certain candidates
→ Circle "Approve" and write the number of the candidate(s) you wish to disapprove.
If you exercise your voting rights by mail and online, etc., only your online, etc. votes are valid. If you exercise your voting rights multiple times online, etc., only the votes from the final instance are valid.
Exercising Voting Rights Online, Etc.
"Smart Voting®" by scanning the login QR Code
Please scan the QR Code provided at the bottom right of the
Voting Rights Exercise Form.
You can simply log in to the Voting Rights Exercise Website without entering your voting rights exercise code and password.
The agendas for the General Meeting of Shareholders are available for reference on the Smart Voting page.
Details of proposals
You can only use Smart Voting once to exercise your voting rights. If you need to make a correction to the content of your vote after you have exercised your voting rights, please access the website for personal computer and exercise your voting rights again using the method explained below.
You can access the website for personal computer by scanning the login QR Code again.
"QR Code" is a registered trademark of DENSO WAVE INCORPORATED.
Voting Rights Exercise Website
Visit the Voting Rights Exercise Website.
Enter the voting rights exercise code given on the Voting Rights Exercise Form.
Please enter the password given on the Voting Rights Exercise Form.
Click "Next"
Enter the voting rights exercise code
Enter your password
Click "Next" Please register a new password (on first use only)
Click "Register"
your votes.
Note: The actual screen displayed to you may differ from the image. Please follow the instructions on the screen to enter
If you have any questions about how to exercise your voting rights online using a personal computer, smartphone, or cell phone, please contact:
Internet Help Dial, Stock Transfer Agency Department, Mizuho Trust & Banking Co., Ltd.
(Hours: 9 a.m.-9 p.m. Japan time every day except New Year holidays)
Institutional investors may use the platform for institutional investors to exercise voting rights electronically operated by ICJ, Inc.
Shareholders will be responsible for the expense of connecting to the Internet, etc. when exercising voting rights online.
Although we have checked that common Internet-enabled devices work properly with the online voting options, the options may not be available with some devices or in some circumstances.
We believe that providing an appropriate return of profits to shareholders is one of our most important management tasks. We therefore abide by the basic policy of maintaining a total return ratio of 30% and promote a performance-linked dividends, while endeavoring to secure internal reserves required to take effective measures to address future-oriented initiatives: R&D efforts to develop original businesses with growth potential, the vitalization of existing businesses, and the expansion of business fields.
In light of the Company's results for the fiscal year ended March 31, 2025 and these initiatives, we hereby propose to pay a year-end ordinary dividend of ¥36 per share for the fiscal year as follows.
Type of dividend property: Cash
Matters concerning allotment of dividend property to shareholders and the total amount thereof Amount for each common share of the Company: ¥36 per share
Total amount to be distributed: ¥862,478,676
Effective date for the dividends of surplus: June 30, 2025
