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 6023)
June 6, 2025
To Shareholders with Voting Rights:Yoshinobu Hotta President
DAIHATSU INFINEARTH MFG. CO., LTD.
1-30 Oyodo Naka 1-chome, Kita-ku, Osaka
NOTICE OF THE 65th ANNUAL GENERAL MEETING OF SHAREHOLDERSDear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We are pleased to inform you that the 65th Annual General Meeting of Shareholders of DAIHATSU INFINEARTH MFG. CO., LTD. (the "Company") will be held for the purposes as described below.
In convocation of this General Meeting of Shareholders, the Company has taken measures for electronic provision. The matters subject to measures for electronic provision are posted on the following website on the internet.
[The Company's website]
https://www.d-infi.com/en/ir/shareholders.html
Moreover, the information is also published on the Tokyo Stock Exchange (TSE) website. Please access TSE's website (Listed Company Search) and search for the information by entering the issue name (DAIHATSU INFINEARTH) or stock exchange code (6023) of the Company. Please select Basic information and Documents for public inspection/PR information to confirm the details.
[TSE website (Listed Company Search)]
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
[Net de Shoshu (online convocation) website]
https://s.srdb.jp/6023/ (Japanese only)
In lieu of attending the meeting in person, you can exercise your voting rights through the internet or in writing. Please review the Reference Documents for the General Meeting of Shareholders, indicate your vote for or against the proposal on the enclosed Voting Rights Exercise Form and return it so that it is received by 5:30 p.m. Japan time on Thursday, June 26, 2025.
- Date and Time: Friday, June 27, 2025 at 10:00 a.m. Japan time
- Place: Space 36 L, 36F, Umeda Sky Building Tower West 1-30 Oyodo Naka 1-chome, Kita-ku, Osaka
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Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company's 65th Fiscal Year (April 1, 2024 - March 31, 2025) and results of audits by the Accounting Auditor and the Board of Statutory Auditors of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company's 65th Fiscal Year (April 1, 2024 - March 31, 2025)
Proposals to be resolved: Proposal 1: Distribution of Surplus Proposal 2: Election of Ten (10) Directors Proposal 3: Election of One (1) Statutory Auditor Proposal 4: Payment of Bonuses to Directors and Statutory Auditors -
Matters Decided in Connection with this Convocation:
The paper copy sent to shareholders who have requested it does not contain the following matters according to relevant laws and regulations and the provisions of Article 14 of the Company's Articles of Incorporation. The Statutory Auditors and the Accounting Auditor have audited the documents to be audited, including the following matters.
"A System to Ensure the Compliance of the Execution of Duties by Directors and Employees with Laws and Regulations and the Articles of Incorporation" and "Outline of the Operating Status of the System to Ensure the Compliance of the Execution of Duties by Directors and Employees with Laws and Regulations and the Articles of Incorporation" in the Business Report.
"Consolidated Statements of Changes in Equity" and "Notes to Consolidated Financial Statements" in the Consolidated Financial Statements
"Non-consolidated Statements of Changes in Equity" and "Notes to Non-consolidated Financial Statements" in the Non-consolidated Financial Statements
When a Voting Rights Exercise Form does not have indication of vote for or against the proposal
A Voting Rights Exercise Form with no indication of vote for or against the proposal shall be deemed as voting for the proposal.
When voting rights are exercised both in writing or through the internet
If voting rights are exercised both in writing and through the internet, the voting rights exercised through the internet shall be treated as the valid vote.
When voting rights are exercised through the internet more than once
If voting rights are exercised through the internet multiple times, the last vote shall be deemed valid.
◎ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
◎ Should the matters subject to measures for electronic provision require revisions, the revised versions will be posted on each of the websites on which they are posted.
◎ The system for electronic provision of materials for general meetings of shareholders* was introduced according to the amendments to the Companies Act, which were enforced on September 1, 2022. Despite the law amendments, paper copies of the materials for this Annual General Meeting of Shareholders of the Company were sent to all shareholders as in the past.
*Refer to Reference Documents for the General Meeting of Shareholders, Business Report, Audit Reports, Non-consolidated Financial Statements, and Consolidated Financial Statements
Reference Documents for the General Meeting of Shareholders Proposals and References Proposal 1: Distribution of SurplusThe Company plans to distribute surplus as follows.
Matters Related to the Year-end Dividend
The Company plans to distribute the year-end dividend as follows, taking into consideration factors such as business performance for the fiscal year under review and the business environment while also paying attention to its internal reserves.
Matters related to the allocation of dividend property to shareholders and its total amount: 62 yen per common share
Total of 1,574,761,250 yen
Date the distribution of surplus comes into effect: June 30, 2025
Matters Related to the Distribution of Other Surplus
The Company plans to reverse the entire amount of the general reserve as follows, in order to secure options for future capital policies, including stable and continuous dividends and the cancellation of treasury shares.
Surplus item increased and amount
Retained earnings brought forward 33,590,000,000 yen
Surplus item decreased and amount
General reserve 33,590,000,000 yen
Proposal 2: Election of Ten (10) DirectorsThe terms of office of all of the current Directors (10) will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the Company proposes the election of ten (10) Directors.
The candidates for Director are as follows:
Candidate No. | Name | Gender | Current position and responsibility in the Company | Attendance at meetings of the Board of Directors | |
1 | Reelection | Yoshinobu Hotta | Male | Representative Director President | 100% (14/14) |
2 | Reelection | Kunihiro Morimoto | Male | Representative Director Vice President Assistant to President | 100% (14/14) |
3 | Reelection | Toshiki Sanaga | Male | Director and Senior Managing Executive Officer General Manager, Tokyo Office In charge of Sales Management Division | 100% (14/14) |
4 | Reelection | Takashi Mizushina | Male | Director and Managing Executive Officer Head of Moriyama Office In charge of General Management Division, Safety, Health, and Environment Department, and Audit Department | 100% (14/14) |
5 | Reelection | Yoichi Hayata | Male | Director and Managing Executive Officer General Manager, Technology Management Division | 100% (14/14) |
6 | Reelection | Hideki Asada | Male | Director and Managing Executive Officer General Manager, Production and Procurement Management Division | 100% (14/14) |
7 | Reelection Outside Director Independent | Chiho Takeda | Female | Director | 100% (14/14) |
8 | Reelection Outside Director Independent | Hiroaki Sato | Male | Director | 100% (14/14) |
9 | Reelection Outside Director Independent | Hiroyuki Sakaida | Male | Director | 100% (11/11) |
10 | New appointment Outside Director Independent | Hideo Kanno | Male | - | - |
New appointment: Candidate for Director to be newly elected Reelection: Candidate for Director to be reelected
Outside Director: Candidate for Outside Director
Independent: Independent Director filed with the Tokyo Stock Exchange
No. | Name (Date of birth) | Positions or responsibilities in the Company | Past experience and significant concurrent positions | Number of shares of the Company held |
1 | Yoshinobu Hotta (January 30, 1966) Reelection | President (Representative Director) | April 1988 Joined the Company June 2017 Director June 2018 Director and Managing Executive Officer June 2019 Vice President June 2020 President (current position) (Significant concurrent position) President and Representative Director, DAIHATSU INFINEARTH UMEDA CITY CO., LTD. | 121,800 |
[Reasons for nomination as a candidate for Director] The Company proposes the reelection of Mr. Yoshinobu Hotta as Director in light of his high level of insight based on broad experience and achievements in driving the entire Group, having exercised excellent leadership and execution ability as the President and Representative Director of the Company, and leading the Group toward realizing the mid- to long-term vision. The Company has determined that his abundant experience and achievements spanning across the Company's business including manufacturing and quality control sections, and his high management skills with diverse values embraced will contribute to further improvement of corporate value. | ||||
Kunihiro Morimoto (July 5, 1965) Reelection | Vice President (Representative Director) [Responsibilities] Assistant to President | April 1988 Joined Daihatsu Motor Co., Ltd. April 2017 Executive Officer, in charge of CS Group January 2019 Executive, General Manager, Overseas Business Group, Deputy General Manager, Customer Service Group January 2021 Executive, General Manager, Customer Service Group June 2021 Statutory Auditor, the Company January 2022 Executive, Executive Manager, Sales & Customer Service Group, Daihatsu Motor Co., Ltd. June 2023 Vice President, the Company (current position) | 14,300 | |
2 | ||||
[Reasons for nomination as a candidate for Director] The Company proposes the reelection of Mr. Kunihiro Morimoto as Director in light of his abundant experience and extensive knowledge accumulated over an extended period of time in the manufacturing industry, having exercised excellent execution ability as the Vice President of the Company in the Group's management, including spurring business growth and strengthening its management base and governance, and leading efforts to promote the mid- to long-term vision. The Company has determined that his broad knowledge and high level of insight will contribute to sustainable growth of the Group companies. | ||||
3 | Director and Senior Managing Executive Officer [Responsibilities] General Manager, Tokyo Office In charge of Sales Management Division | April 1993 Joined the Company | ||
Toshiki Sanaga (January 22, 1970) | June 2020 Director and Managing Executive Officer June 2024 Director and Senior Managing Executive Officer (current position) | 43,300 | ||
Reelection | ||||
[Reasons for nomination as a candidate for Director] The Company proposes the reelection of Mr. Toshiki Sanaga as Director in light of his abundant experience and knowledge of the Company's business including in sales and audit sections, as well as his excellent insight based on his achievements as a Director of the Company in showing excellent leadership to contribute to the diverse expansion of our business, bringing his abundant management experience into play to promote efforts to build new businesses centering on increasing the scale and breadth of our mainstay business. The Company has determined that he will be able to contribute to further business growth of the Group by leveraging his excellent insight. | ||||