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Iwatani : Notice of The 82nd Annual General Meeting of Shareholders
Iwatani : Notice of The 82nd Annual General Meeting of

About this update from Iwatani Corporation
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 8088) June 2, 2025 To Shareholders with Voting Rights: Akiji Makino Chairman and CEO Iwatani Corporation 6-4, Hommachi 3-chome, Chuo-ku, Osaka NOTICE OF THE 82ND ANNUAL GENERAL MEETING OF SHAREHOLDERS Dear Shareholders: We would like to express our appreciation for your continued support and patronage. We are pleased to notify you of the 82nd Annual General Meeting of Shareholders of Iwatani Corporation (the “Company”). The meeting will be held for the purposes as described below. The Company has opted to provide materials for the convocation of this General Meeting of Shareholders electronically. Please review the details of information provided electronically on the following websites: The Company’s website: https://www.iwatani.co.jp/eng/ir/stock/shareholders/ Website posting materials for General Meetings of Shareholders: https://d.sokai.jp/8088/teiji/ (in Japanese) In addition to the above websites, the electronically provided information have also been posted on the website of the Tokyo Stock Exchange (TSE). To review the information, please access the Listed Company Search service on the TSE website at the link below. Enter the Company’s name (“Iwatani”) in “Issue name (company name)” or code 8088 in the corresponding field, and click on “Search.” Next, click on “Basic Information” and go to “Documents for public inspection/PR information.” The electronically provided information can be found in “[Notice of General Shareholders Meeting / Informational Materials for a General Shareholders Meeting]” under “Filed information available for public inspection.” ( https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show ) If you are exercising your voting rights via 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 5:15 p.m. on Tuesday, June 17, 2025, Japan time. Date and Time: Wednesday, June 18, 2025 at 10:00 a.m. Japan time Place: Sakura Ballroom (5F), Hilton Osaka Hotel, 1-8-8, Umeda, Kita-ku Osaka-shi, Osaka, Japan Meeting Agenda: Matters to be reported: 1. The Business Report, Consolidated Financial Statements, and Non-consolidated Financial Statements for the Company’s 82nd Fiscal Year (April 1, 2024–March 31, 2025) 2. Results of audits by the Accounting Auditor and the Audit & Supervisory Board of the Consolidated Financial Statements for the Company’s 82nd Fiscal Year (April 1, 2024–March 31, 2025) Proposals to be resolved: Proposal 1: Appropriation of Surplus Proposal 2: Partial Amendment of the Articles of Incorporation Proposal 3: Election of Twelve Members of the Board When attending the meeting, please submit the Voting Rights Exercise Form at the reception desk. Of the electronically provided information, the Matters Concerning Corporate Structure and Policies of the Business Report, the Consolidated Statements of Changes in Net Assets and Notes to Consolidated Financial Statements of the Consolidated Financial Statements, and the Non-consolidated Statements of Changes in Net Assets and Notes to Non-consolidated Financial Statements of the Non-consolidated Financial Statements have not been included in the documents sent to shareholders, based on laws and regulations and Article 16 of the Company’s Articles of Incorporation. Accordingly, the documents sent to shareholders are part of the documents that the Accounting Auditor and the Audit & Supervisory Board Members audited in preparing their audit reports. Any revisions to the electronically provided information will be posted on the websites stated above. The proceedings of this General Meeting of Shareholders will be conducted in Japanese. Shareholders who need to be accompanied by an interpreter are requested to make their own arrangements for an interpreter (limited to one person). Reference Documents for the General Meeting of Shareholders Proposals and References Proposal 1: Appropriation of Surplus Concerning the distribution of profits, the Company conducts appropriate return of profits in consideration of factors such as business results and the management environment. Under such a policy, upon consideration of factors such as the condition of business results, the Company proposes a year-end dividend for the fiscal year under review of ¥47 per share, an increase of ¥14.50 per share from the previous year-end dividend. Matters concerning the year-end dividend Type of dividend assets Cash Allocation of dividend assets to shareholders and total amount of dividends Amount per share of common stock: ¥47 Total dividends: ¥10,826,898,380 Effective date of dividend payment June 19, 2025 (Reference) Trend in Dividend Per Share Year-end dividend Commemorative dividend ¥47.00 ¥32.50 ¥23.75 ¥21.25 ¥18.75 ¥18.75 ¥5.00 FY2019 FY2020 FY2021 FY2022 FY2023 FY2024 (planned) The Company carried out a 4-for-1 share split of its common stock on October 1, 2024. Dividends prior to the share split are also stated on a post-split basis, resulting in an increase of ¥14.50 from the previous year-end dividend. Proposal 2: Partial Amendment of the Articles of Incorporation Reasons for Amendments The terms of Member of the Board will be changed from two years to one year in order to clarify management responsibility of Member of the Board , to establish a management structure that can promptly respond to changes in the business environment, and to increase opportunities for shareholders to have confidence in the Company. In order to enhance opportunities to return profits to shareholders, in addition to the current annual Year-End Dividends, the Company will stipulate that interim dividends may be paid by resolution of the Board of Directors pursuant to Article 454, Paragraph 5 of the Companies Act. In addition, the Company will stipulate the period of exclusion of interim dividends accordingly. Details of Amendments Details of the amendments are as follows: (Underlined portions are amended.) Current Articles of Incorporation Proposed Amendments Article 1 - Article 20 (Terms of Member of the Board) Article 21. The terms of Member of the Board shall expire at the close of the ordinary general meeting of shareholders with respect to the last to end of the fiscal years within two (2) years after their election. The term of Member of the Board appointed to fill a vacancy or increase the number of Member of the Board shall expire when the terms of the other Member of the Board then in office expire. Article 22 – Article 40 (Year-End Dividends) Article 41. The Company shall, upon a resolution at a general meeting of shareholders, pay monetary dividends to shareholders or registered pledgees of shares who are last entered or recorded on the register of shareholders as of March 31 each year (hereinafter referred to as “year-end dividends”). Article 1 - Article 20 (Terms of Member of the Board) Article 21. The terms of Member of the Board shall expire at the close of the ordinary general meeting of shareholders with respect to the last to end of the fiscal years within one (1) year after their election. The term of Member of the Board appointed to fill a vacancy or increase the number of Member of the Board shall expire when the terms of the other Member of the Board then in office expire. Article 22 – Article 40 ( Dividends ) Article 41. The Company shall, upon a resolution at a general meeting of shareholders, pay monetary dividends to shareholders or registered pledgees of shares who are last entered or recorded on the register of shareholders as of March 31 each year (hereinafter referred to as “year-end dividends”). 2. In addition to the preceding paragraph, the Company can, upon a resolution at the Board of Directors, pay monetary dividends to shareholders or registered pledgees of shares who are last entered or recorded on the register of shareholders as of September 30 each year (hereinafter referred to as “interim dividends”). Current Articles of Incorporation Proposed Amendments (Period for Exemption from Payment of Year-End Dividends ) Article 42. The Company shall be exempted from the obligation to pay any year- end dividends unclaimed after three (3) years have elapsed from the date on which the dividends were tendered for payment. (Period for Exemption from Payment of Dividends ) Article 42. The Company shall be exempted from the obligation to pay any year-end dividends and interim dividends unclaimed after three (3) years have elapsed from the date on which the dividends were tendered for payment.
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