Hulic Co., Ltd. TSE:3003
Hulic : Notice of the 96th Annual General Meeting of Shareholders
Source: MarketScreener
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.
To Our Shareholders,
Securities code: 3003
March 4, 2026
Takaya Maeda
President, Representative Director
Hulic Co., Ltd.7-3 Nihonbashi Odenmacho, Chuo-ku, Tokyo
Notice of the 96th Annual General Meeting of ShareholdersWe hereby announce that the 96th Annual General Meeting of Shareholders of Hulic Co., Ltd. (the "Company") will be held as described below.
In convening the Annual General Meeting of Shareholders, the Company has taken measures to provide the information contained in the Reference Documents for General Meeting of Shareholders, etc. (Electronic Provision Measures Matters) in electronic format and posted this information on the Company's website on the Internet, so please access the following website and check the contents.
The Company's website (in Japanese only) https://www.hulic.co.jp/
(Please access the above website and select "Investor Relations," "Stock & Corporate Bonds," and "General Meeting of Shareholders" in that order from the menu, and then please review the information.)
In addition to the Company's website mentioned above, the Electronic Provision Measures Matters are also posted on the following websites.
Website on which informational materials for the General Meeting of Shareholders are posted (in Japanese only)
https://d.sokai.jp/3003/teiji/
You may exercise your voting rights in writing or via the Internet, etc. Please review the Reference Documents for General Meeting of Shareholders posted on the Company's website or website on which informational materials for the General Meeting of Shareholders are posted, and exercise your voting rights by 5:15 p.m. on Tuesday, March 24, 2026.
To ensure that information is furnished in a timely manner, the content of this Notice was disclosed on the Company's website, etc. before the legally stipulated commencement date of the electronic provision measures.
If you attend the meeting in person, please present the voting card enclosed with this convocation notice at the reception desk upon your arrival at the meeting.
Anyone who attends the meeting must be a shareholder. In accordance with the Company's Articles of Incorporation, if you exercise your voting rights by proxy, the proxy must be a shareholder as well. In this case, in addition to the voting card for exercising voting rights as proxy and a written document certifying the authority of proxy, the proxy should submit the proxy's own voting card.
If revisions to the Electronic Provision Measures Matters arise, a notice of the revisions and the details of the matters before and after the revisions will be posted on the Company's aforementioned website and the website on which informational materials for the General Meeting of Shareholders are posted.
Paper-based documents stating Electronic Provision Measures Matters will be sent to shareholders who have requested the delivery of paper-based documents, however those documents do not include the following matters in accordance with the provisions of laws and regulations and Article 16 of the Company's Articles of Incorporation. Documents to be delivered to shareholders who request delivery of paper-based documents are a portion of the business report, the consolidated financial statements and the non-consolidated financial statements that were audited by Audit & Supervisory Board Members in preparing the audit report, and a portion of the consolidated financial statements and the non-consolidated financial statements that were audited by the financial auditor in preparing the financial audit report.
"Share options, etc. of the Company" and "System to ensure the propriety of business activities and operating status of the system" in the business report
"Consolidated statement of changes in equity" and "Notes to the consolidated financial statements" in the consolidated financial statements
"Non-consolidated statement of changes in equity" and "Notes to the non-consolidated financial statements" in the non-consolidated financial statements
- Date and time: Wednesday, March 25, 2026, at 10:00 a.m.
-
Venue: Conference room of the Company's headquarters
7-3 Nihonbashi Odenmacho, Chuo-ku, Tokyo
*The reception desk is on the first floor.
-
Purpose of the Meeting Items to be reported:
Report on the business report, the consolidated financial statements and audit reports of the financial auditor and the Audit & Supervisory Board for the consolidated financial statements for the 96th term (from January 1, 2025 to December 31, 2025)
Report on the non-consolidated financial statements for the 96th term (from January 1, 2025 to December 31, 2025)
Item to be resolved Proposal No. 1: Appropriation of Surplus Proposal No. 2: Election of Nine (9) Directors Proposal No. 3: Revision of Remuneration Amount for Directors Proposal No. 4: Revision of Remuneration Amount for Audit & Supervisory Board Members Proposal No. 5: Increase in Amount of Performance-linked Share-based Remuneration, Etc. for Directors
- Matters prescribed for convocation
Shareholders not attending the Annual General Meeting of Shareholders shall be able to exercise voting rights through a voting card or via the Internet, etc. Note that if there is no indication of approval or disapproval with a proposal on a voting card, it shall be handled as an indication of approval for that proposal.
Deadline for exercising voting rights through a voting card or via the Internet, etc.:
As the acceptance deadline is 5:15 p.m. on the day preceding the General Meeting of Shareholders (Tuesday, March 24, 2026), please ensure that you exercise voting rights at early stage.
In the event that you exercise your voting rights, both through a voting card and via the Internet, etc., the vote via the Internet, etc. shall be upheld as the valid exercise of your voting rights. In the event of multiple voting via the Internet, etc., your last vote shall be upheld as the valid exercise of your voting rights.
We propose that the appropriation of surplus be made as follows.
Matters regarding the year-end dividends
It is proposed that the year-end dividends for the 96th business term be paid in consideration of the fiscal year's operating results, future business development, and other aspects, as follows.
Type of dividend property Cash
Matters regarding allocation of dividend property and total amount thereof
It is proposed that regular dividends be 33.5 yen per common share of the Company. Accordingly, the total amount of dividends would be 25,683,058,410 yen.
Effective date of the dividends from surplus
It is proposed to set the effective date to be March 26, 2026.
[Reference] Basic policy for shareholder returns
The Company's basic policy is to continue a stable dividend as a return of profits to shareholders while replenishing internal reserves required to strengthen long-term and stable business platform.
Equally important for the Company is to pay dividends reflective of business performance trends.
The term of office of all ten (10) Directors currently serving will expire at the conclusion of this meeting.
Accordingly, the Company proposes the election of nine (9) Directors.
The candidates for Director are as follows:
Name | Position name | Attributes of candidate | |
1 | Saburo Nishiura | Chairman, Representative Director | Reelection |
2 | Takaya Maeda | President, Representative Director | Reelection |
3 | Hiroshi Hara | Deputy President, Director | Reelection |
4 | Mikio Morikawa | Executive Managing Officer | New election |
5 | Hideo Yamada | External Director | Reelection External Independent |
6 | Atsuko Fukushima | External Director | Reelection External Independent |
7 | Kiyomi Akita | External Director | Reelection External Independent |
8 | Yuko Takahashi | External Director | Reelection External Independent |
9 | Masataka Miyazono | Senior Adviser | New election External Independent |
* The use of "former Hulic Co., Ltd." in the career summary of the candidates for Directors and notes on the following pages 6 to 14 refers to Hulic Co., Ltd. as it existed before its merger with the former Shoei Co., Ltd. and the term of office as Director is totaled with the term of office in the former Hulic Co., Ltd.