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.
(Securities Code 9722)
March 3, 2026 (Commencement date of electronic provision of reference documents: February 25, 2026)
Shinsuke Yamashita
Representative Director and President Executive Officer
FUJITA KANKO INC.
10-8, Sekiguchi 2-chome, Bunkyo-ku, Tokyo, Japan
NOTICE OF THE 93rd ORDINARY GENERAL MEETING OF SHAREHOLDERSYou are cordially invited to attend the 93rd Ordinary General Meeting of Shareholders of the Company. The meeting will be held as described below.
In convening this general meeting of shareholders, the Company has taken measures to provide the information contained in the Reference Documents for the General Meeting of Shareholders, etc. in electronic format and posted such information on the website below as the “Notice of the 93rd Ordinary General Meeting of Shareholders.”
The Company’s website:
https://www.fujita-kanko.co.jp/ir/stock/file/meeting_syosyu93.pdf (Japanese only)
TSE website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please enter the Company name “FUJITA KANKO” or securities code “9722” to search for the Company, and click on “Basic information,” “Documents for public inspection/PR information,” and then “Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting” to see the information.
The Portal of Shareholders’ Meeting
https://www.soukai-portal.net (in Japanese only)
The QR code is printed on the Voting Rights Exercise Form. (Each shareholder has a distinct QR code.)
Please scan the QR code on the Voting Rights Exercise Form sent together with this notice of convocation or access the URL above and enter the login ID and password printed on the Voting Rights Exercise Form.
You can exercise your voting rights in one of the ways described on page 3 of the Japanese version. If you are not attending the meeting in person on the day of the meeting, you can exercise your voting rights via the internet, etc. or by mail. Please exercise your voting rights by no later than 5:00 p.m. on Tuesday, March 24, 2026, Japan time.
- Date and Time: Wednesday, March 25, 2026 at 10:00 a.m. (Doors open at 9:00 a.m.)
Place: Grand Hall TSUBAKI, Hotel Chinzanso Tokyo (5th floor of Banquet Bldg.) 10-8, Sekiguchi 2-chome, Bunkyo-ku, Tokyo, Japan
- Agenda of the Meeting:
results of the Consolidated Financial Statements by the Accounting Auditor
and Board of Corporate Auditors for the 93rd fiscal term (from January 1, 2025 to December 31, 2025)
2. The Non-Consolidated Financial Statements for the 93rd fiscal term (from January 1, 2025 to December 31, 2025)
Proposals to be resolved:
Proposal No. 1: Appropriation of SurplusProposal No. 2: Partial Amendment to the Articles of IncorporationProposal No. 3: Election of Eleven DirectorsProposal No. 4: Election of Two Corporate AuditorsProposal No. 5: Election of One Substitute Corporate AuditorProposal No. 6: Determination of Compensation for Allotment of Restricted Shares to Directors (excluding Outside Directors)Pursuant to the applicable laws and regulations and provisions of the Company’s Articles of Incorporation, the matters below are not included in the paper copy of the notice to be sent to the shareholders who have requested it. The Corporate Auditors and the Accounting Auditor have audited the documents subject to audit, including the following matters.
Consolidated Statements of Changes in Net Assets
Notes to Consolidated Financial Statements
Non-Consolidated Statements of Changes in Net Assets
Notes to Non-Consolidated Financial Statements
Please note that the page numbers, section numbers, and reference pages in the paper copy sent are the same as those in the notice provided electronically.
If any revisions are made to the matters provided electronically, the revised versions will be posted on the respective websites above.
The proceedings of the meeting will be conducted in Japanese. Shareholders who wish to be accompanied by an interpreter (including a sign language interpreter) or a caregiver should inform the reception desk on the day of the meeting. The accompanying interpreter or caregiver will then be granted entry to the venue.
The Company has a basic policy to fully consider passing its profits on to shareholders and pay dividends in proportion to the results of its business in consideration of further reinforcement of corporate structure and accumulation of internal reserves to be utilized to promote businesses.
With regard to payments of the year-end dividends for this fiscal term, the Company proposes a dividend of 70 yen per share as described below, an increase of 30 yen from the most recent dividend forecast of 40 yen per share, in view of factors such as an improvement in its business performance and financial position.
Type of dividend property Money
Matters related to allocation of dividend property and total amount thereof
Common shares: 70 yen per share Dividends total: 838,860,400 yen
Effective date of dividends from surplus March 26, 2026
Reasons for the amendments
As of August 25, 2025, the Company has completed the redemption (purchase and cancellation) of all of the Class A preferred shares that were issued on September 28, 2021.
Accordingly, the Company proposes to delete all provisions of the Articles of Incorporation regarding Class A preferred shares (Articles 12-2 through 12-9), and to amend the provisions of Articles 6 and 8 of the Articles of Incorporation regarding the total number of shares authorized to be issued and the number of shares constituting one share unit, respectively.
Details of the amendments
Details of the amendments are as follows.
With respect to the total number of shares authorized to be issued and the total number of class shares authorized to be issued in Article 6 (Total number of shares authorized to be issued) of the Articles of Incorporation, the Company has confirmed the following changes based on the stock split of its common shares implemented on January 1, 2026:
Change in the total number of shares authorized to be issued from 44,000,150 shares to 220,000,150 shares
Change in the total number of common class shares authorized to be issued from 44,000,000 shares to 220,000,000 shares.
In conjunction with the deletion of the Articles of Incorporation pertaining to the Class A preferred shares, we are requesting the approval of shareholders to amend the total number of shares authorized to be issued and to remove the provisions regarding the total number of Class A preferred shares and common shares authorized to be issued.
(Amended parts are underlined.)
Current Articles of Incorporation | Proposed amendments |
(Total number of shares authorized to be issued) Article 6. The total number of shares authorized to be issued by the Company shall be 220,000,150, consisting of 220,000,000 common shares and 150 Class A preferred shares. | (Total number of shares authorized to be issued) Article 6. The total number of shares authorized to be issued by the Company shall be 220,000,000. |
(Omitted) | (Omitted) |
(Share unit number) Article 8. The share unit number of the Company shall be 100 for common shares and 1 for Class A preferred shares. | (Share unit number) Article 8. The share unit number of the Company shall be 100. |
(Omitted) | (Omitted) |
Current Articles of Incorporation | Proposed amendments |
CHAPTER 2-2. CLASS A PREFERRED SHARES (Class A preferred dividend) Article 12-2. When paying dividend of surplus in accordance with the provision of Article 45, Paragraph 1 herein (hereinafter referred to as the “Year-End Dividend”), the Company shall pay Class A preferred dividends to shareholders holding Class A preferred shares (hereinafter referred to as the “Class A Preferred Shareholders”) or registered pledgees of Class A preferred shares (hereinafter referred to as the “Registered Class A Preferred Share Pledgees”; together with the Class A Preferred Shareholders, referred to as the “Class A Preferred Shareholders, Etc.”) entered or recorded in the final shareholder register as of the record date for the Year-End Dividend, in preference to shareholders holding common shares (hereinafter referred to as the “Common Shareholders”) or registered pledgees of common shares (hereinafter referred to as the “Registered Common Share Pledgees”; together with the Common Shareholders, referred to as the “Common Shareholders, Etc.”) entered or recorded in the final shareholder register as of the record date for the Year-End Dividend. The amount of Class A preferred dividends (hereinafter referred to as the “Class A Preferred Dividend Amount”) shall be calculated by multiplying the sum of the amount paid in for Class A preferred shares and (if any) the amount of unpaid Class A preferred dividends after the Year-End Dividend for the previous accounting year (defined in the next paragraph) by 4.0% per annum for each Class A preferred share, on a per diem basis using a 365 day year for the actual number of days from and inclusive of the first day of the accounting year in which the record date for dividend of surplus falls (however, if the record date for dividend of surplus falls in the same accounting year as the payment date, it shall be the payment date) to and inclusive of the record date for dividend of surplus (provided that division shall be made last by calculating to three decimal places and rounding to the second decimal place). However, if interim Class A preferred dividend prescribed in Article 12-3 herein is paid out during the accounting year in which the record date for the Year-End Dividend falls, the amount to be paid shall be reduced by the total amount of such dividends. In addition, if the Company repurchases Class A preferred shares during a period from the record date for dividend of surplus to the payment date of dividend of surplus, it shall not be required to pay dividends of surplus accrued as of the record date for those Class A preferred shares.
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