To our shareholders
Thank you very much for your continued support.
I am delighted to present this convocation notice of the 44th Annual General Meeting of Shareholders of JUSTSYSTEMS CORPORATION which will be held on June 26, 2025.
At JUSTSYSTEMS, each employee believes that maintaining a "continual awareness of change" without going by the book or clinging to fixed ideas leads to sustained growth.
Thinking through, making changes and creating - by embodying these actions, we will achieve even higher corporate value.
The value JUSTSYSTEMS provides to society comes of course from good products and services. That will never change.
As we verify the scale and positioning of those products and services, our attention extends not just across Japan but out to the world, as part of our hope to create a better future for people around the world.
Within a fluctuating IT industry, we will stay agile in recognizing the latest trends and proactively adopt new technologies while providing society with new value moving forward.
Kyotaro Sekinada
President & CEO
Note: This document has been translated from 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.
Securities Code: 4686
June 10, 2025
(Start date of measures for providing informational materials in electronic format: June 4, 2025) To our shareholders:
Kyotaro Sekinada President & CEO
JUSTSYSTEMS CORPORATIONHiraishiwakamatsu 108-4 Kawauchi-cho, Tokushima
Notice of the 44th Annual General Meeting of Shareholders
You are hereby notified that the 44th Annual General Meeting of Shareholders of JUSTSYSTEMS CORPORATION (the "Company") will be held as indicated below.
In convening this General Meeting of Shareholders, the Company has taken measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. (items subject to measures for providing informational materials in electronic format) in electronic format, and has posted them to the following website on the Internet.
The Company's website:
https://www.justsystems.com/jp/ir/ (in Japanese)
Aside from the above, it is also posted on the Tokyo Stock Exchange website. TSE website (Listed Company Search):
https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
(Note) Access the TSE website by using the internet address shown above, enter the issue name (company name) or securities code, and click "Search" button. Then, click "Basic information" button, select "Documents for public inspection/PR information" tab, and click "Click here for access" button under "[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting]."
Shareholders can exercise their voting rights via the internet or in writing (by mail) in lieu of attending the meeting in person. Please review the Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 6:00 p.m. on Wednesday, June 25, 2025 (JST).
1. Date and Time | Thursday, June 26, 2025, at 10:00 a.m. (JST) |
2. Venue | JUSTSYSTEMS Tokushima Head Office Hiraishiwakamatsu 108-4 Kawauchi-cho, Tokushima |
3. Purpose of the Meeting | Matters to be reported:
Matters to be resolved: Proposal No. 1 Appropriation of Surplus Proposal No. 2 Election of Five Directors Who Are Not Audit and Supervisory Committee Members Proposal No. 3 Election of Three Directors Who Are Audit and Supervisory Committee Members Proposal No. 4 Election of One Substitute Director Who Is an Audit and Supervisory Committee Member |
Among the items subject to measures for providing informational materials in electronic format, the Notes to the Consolidated Financial Statements and the Notes to the Non-consolidated Financial Statements are not, in accordance with laws and regulations and Article 15 of the Articles of Incorporation of the Company, provided in the paper-based documents to be delivered to shareholders who requested the delivery of paper-based documents. These are a part of the documents audited by Audit and Supervisory Committee and the Financial Auditor when preparing the audit reports and financial audit report.
In the event of any modifications to the items subject to measures for providing informational materials in electronic format, to that effect, the un-revised as well as the revised items will be posted to the respective websites where it is posted.
Reference Documents for the General Meeting of Shareholders Proposal No. 1: Appropriation of SurplusThe Company maintains a basic policy of striving to pay stable dividends on a continual basis, while securing internal reserves for strengthening the management structure and future business expansion.
Year-end dividendsThe Company has given consideration to matters including the business performance of the fiscal year and future business environment, and it proposes to pay year-end dividends for the fiscal year as follows:
Type of dividend property Cash
Allotment of dividend property and their aggregate amount
¥12 per common share of the Company Total dividends: ¥770,686,116
As the Company has already paid an interim dividend of ¥10 per share, the annual dividend will be ¥22 per share.
Effective date of dividends of surplus June 27, 2025
Proposal No. 2: Election of Five Directors Who Are Not Audit and Supervisory Committee MembersAt the conclusion of this meeting, the terms of office of all five Directors who are not Audit and Supervisory Committee Members will expire. Therefore, the Company proposes the election of five Directors who are not Audit and Supervisory Committee Members.
As a result of the Audit and Supervisory Committee's deliberations, there were no particular findings regarding this proposal.
The candidates for Director who are not Audit and Supervisory Committee Members are as follows:
Candidate No.
Name (Date of birth)
Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company
Number of the Company's shares owned
Apr. 2000
Joined Keyence Corporation
June 2009
Director of the Company
1
Kyotaro Sekinada (December 29, 1977)
Oct. 2010
July 2012
Director and Executive Director of Business Planning Dept.
Director and Division Director of Corporate Planning Div.
5,000
Mar. 2016
President & CEO (current position)
2
Masayuki Tajiki (October 15, 1969)
Oct. 2006
Apr. 2012
Oct. 2018
June 2020
Joined the Company
Division Director of Consumer Business Div. Division Director of Solution Strategy Div.
Director and Division Director of Solution Strategy Div. (current position)
1,000
Apr. 1998
Joined Keyence Corporation
June 2009
Director of the Company (current position)
3
Masayuki Miki (April 3, 1975)
Mar. 2016
June 2018
Director and Chief Development Officer
Director of Keyence Corporation
5,000
Mar. 2024
Department Manager of Global IT Dept. (current position)
Oct. 1987
Joined Chuo Audit Corporation
Mar. 1991
Registered as a certified public accountant
July 2001
Partner of ChuoAoyama Audit Corporation
4
Manabu Kurihara (April 19, 1956)
Aug. 2007
Sept. 2017
Partner of Ernst & Young ShinNihon
Chief Representative of Kurihara Certified Public Accountant Office (current position)
-
June 2019
Outside Director of the Company (current position)
Dec. 2007
Registered as an attorney at law
Jan. 2008
Joined Mori Hamada & Matsumoto
5
Yoshie Midorikawa (May 8, 1979)
Jan. 2015
Oct. 2016
Admitted as Attorney-at-Law in the State of New York
Joined Freshfields Bruckhaus Deringer LLP
-
Jan. 2019
Partner of Miura & Partners (current position)
June 2023
Outside Director of the Company (current position)
Notes: 1. There is no special interest between any of the candidates and the Company.
Mr. Kurihara and Ms. Midorikawa are candidates for outside Director. They are both currently outside Directors of the Company, and notification as independent officers has been submitted to the Tokyo Stock Exchange because they satisfy the Company's independence criteria. If they are reelected, the Company plans for their appointment as independent officers to continue.
The Company has nominated Mr. Kurihara as a candidate for outside Director because he has extensive experience and specialized knowledge in finance, accounting and taxation as a certified public accountant, as well as experience as director of other company and a supervisory officer of investment corporation, bringing
