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.
To our shareholders:
Securities Code: 1379
June 5, 2025 Start date of measures for electronic provision: May 30, 2025
Masayoshi Mizuno, President
HOKUTO Corporation138-1 Minamihori, Nagano City, Nagano Prefecture
Notice of the 62nd Annual General Meeting of ShareholdersWe hereby provide notice that the 62nd Annual General Meeting of Shareholders of HOKUTO Corporation (the "Company") will be held for the purposes as described 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 shareholders meeting, etc. (items for which measures for providing information in electronic format are to be taken). 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.hokto-kinoko.co.jp (in Japanese) (From the above website, select "Corporate/IR," followed by "To Investors" "Share Information" and "General Meeting of Shareholders," in that order.) [Website for posted informational materials for the general meeting of shareholders] https://d.sokai.jp/1379/teiji/ (in Japanese) [Tokyo Stock Exchange website (TSE 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 "HOKUTO" in "Issue name (company name)" or the Company's securities code "1379" 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].") Furthermore, instead of attending on the day, you may exercise your voting rights in writing or via the Internet, etc. Please review the Reference Documents for the General Meeting of Shareholders and exercise your voting rights by no later than 5:30 p.m. on Thursday, June 19, 2025 (JST).- Date and Time: Friday, June 20, 2025 at 10:00 a.m. (JST)
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Venue: Conference Room at Headquarters
138-1 Minamihori, Nagano City, Nagano Prefecture
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Meeting Agenda Items to be reported:
Report on the Business Report and Consolidated Financial Statements for the 62nd Fiscal Year (April 1, 2024 to March 31, 2025), and the audit results of Consolidated Financial Statements by the financial auditor and the Audit & Supervisory Board
Report on the Non-consolidated Financial Statements for the 62nd Fiscal Year (April 1, 2024 to March 31, 2025)
If attending the meeting on the day, please submit the voting form at the venue reception.
We will deliver paper-based documents stating the items subject to measures for electronic provision to shareholders who have requested paper-based documents, but in accordance with the provisions of laws and regulations and Article 15 of the Articles of Incorporation of the Company, we will exclude the following items.
The "Consolidated Statement of Changes in Equity" and "Notes to Consolidated Financial Statements" in the Consolidated Financial Statements
The "Statement of Changes in Equity" and "Notes to Non-consolidated Financial Statements" in the Non-consolidated Financial Statements
Accordingly, the Consolidated Financial Statements and Non-consolidated Financial Statements included in these documents constitute part of the documents audited by the financial auditor and the Audit & Supervisory Board Members when preparing the financial audit report and audit report, respectively.
Shareholders who have not requested the delivery of paper-based documents will be sent this Notice and the Reference Documents for the General Meeting of Shareholders.
If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of the items before and after the revisions will be posted on each of the above websites.
The Company positions the return of profits to shareholders as an important policy. While securing the necessary internal reserves to strengthen the quality of management and prepare for future business development, the Company's basic policy is to endeavor toward maintaining a stable dividend.
Year-end dividends
Type of dividend property To be paid in cash.
Allotment of dividend property and their aggregate amount
¥40 per common share of the Company Total dividends: ¥1,272,555,200
As the Company has already paid an interim dividend of ¥10 per share, the annual dividend, including this interim dividend, will be ¥50 per share.
Effective date of dividends of retained earnings
The effective date of dividends will be June 23, 2025.
Proposal No. 2 Election of Eight DirectorsThe terms of office of six Directors will expire at the conclusion of this meeting. In order to strengthen the management structure, the Company proposes to increase the number of Directors by two persons, and therefore proposes the election of eight Directors (including three Outside Directors).
The candidates for Director are as follows:
Candidate No. | Candidate name (Date of birth) | Career summary and position and responsibilities in the Company (Significant concurrent positions outside the Company) | Number of the Company's shares owned |
Apr. 1990 Joined the Company | |||
June 1995 Managing Director and General Manager, Kyushu Branch | |||
June 1997 Senior Managing Director and Director of Mushroom Production Division | |||
Masayoshi Mizuno (September 18, 1965) Reelection | Apr. 2000 Senior Managing Director and Director of Management Division Apr. 2003 Senior Managing Director and Director of Mushroom Sales Division June 2005 Director and Vice President | 599,072 shares | |
1 | Attendance at Board of Directors meetings 14/14 (100%) | July 2006 President (current position) (Significant concurrent positions outside the Company) Representative Director & Chairman of Hokuto Industry Corporation Representative Director & Chairman of HOKTO KINOKO COMPANY Director of Taiwan Hokuto Corporation Director of HOKTO MALAYSIA SDN. BHD. Chairman of The Nagano Chamber of Commerce and Industry | |
[Reasons for nomination as candidate for Director] | |||
Masayoshi Mizuno possesses abundant experience and insight acquired through his service as the person overseeing key business areas since his appointment as Director. Over the 19 years since his appointment as Representative Director, he has appropriately managed and overseen all aspects of management, and therefore the Company has judged that he will be able to continue appropriately executing his duties as Director going forward amid the changing environment surrounding the Company, and has thus nominated him as a candidate for Director. | |||
Satoshi Inatomi (September 5, 1962) | Apr. 1985 Joined the Company Apr. 1999 General Manager, Research and Development Office, Mushroom General Research Institute Apr. 2012 General Manager of Mushroom General Research Institute June 2017 Director and General Manager of Mushroom General Research Institute Apr. 2019 Director and Director of Research and Development Division Apr. 2023 Director and Director of Production Division Apr. 2025 Director, Managing Executive Officer, and Director of Production Division (current position) (Significant concurrent positions outside the Company) Director of Arden Corporation | ||
Reelection | 5,400 shares | ||
2 | Attendance at Board of Directors meetings 14/14 (100%) | ||
[Reasons for nomination as candidate for Director] | |||
Since joining the Company, Satoshi Inatomi has worked in research departments, and has specialized knowledge and abundant experience which makes him a useful human resource for enhancing the corporate value of the Company as an integrated mushroom company. Accordingly, the Company has judged that he will be able to continue utilizing his insight to appropriately execute his duties as Director going forward, and has thus nominated him as a candidate for Director. | |||
Candidate No. | Candidate name (Date of birth) | Career summary and position and responsibilities in the Company (Significant concurrent positions outside the Company) | Number of the Company's shares owned | |
Kohei Nakada (October 31, 1964) | Feb. 2014 Deputy General Manager, Internal Audit Department of Mizuho Bank, Ltd. Nov. 2018 Joined the Company General Manager of Accounting Department Apr. 2022 Executive Officer and General Manager of Accounting Department Apr. 2025 Executive Officer, Director of Finance Division, and General Manager of Accounting Department (current position) (Significant concurrent positions outside the Company) Audit & Supervisory Board Member of PT. HOKTO INDONESIA MATERIALS | |||
New election | 677 shares | |||
3 | Attendance at Board of Directors meetings - | |||
[Reasons for nomination as candidate for Director] | ||||
Kohei Nakada has abundant operational experience and profound knowledge of financial institutions, and with the resulting professional standpoint, he has used his acute management perspective to fulfill important administrative and supervisory duties. Accordingly, the Company has judged that he will be able to utilize his insight to appropriately execute his duties as Director going forward, and has thus nominated him as a candidate for Director. | ||||
Yoshiyuki Satou (June 30, 1967) | Apr. 2001 Apr. 2016 Apr. 2021 Apr. 2023 | Joined the Company General Manager of Fourth Sales Department Executive Officer and General Manager of Second Sales Department Executive Officer and Director of Sales Division (current position) | ||
New election | 677 shares | |||
4 | Attendance at Board of Directors meetings - | |||
[Reasons for nomination as candidate for Director] | ||||
Yoshiyuki Satou has abundant operational experience in the sales department and personal connections with a wide range of customers, and has taken a strategic approach to dealing with volatile markets and fulfill important administrative and supervisory duties. Accordingly, the Company has judged that he will be able to utilize his insight to appropriately execute his duties as Director going forward, and has thus nominated him as a candidate for Director. | ||||