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: 5192
June 6, 2025 Start date of measures for electronic provision: June 4, 2025
Hiroshi Ikeda Representative Director Mitsuboshi Belting Ltd.
1-21, Hamazoedori 4-chome, Nagata-ku, Kobe-shi
Notice of the 110th Annual General Meeting of ShareholdersWe are pleased to notify you that the 110th Annual General Meeting of Shareholders of Mitsuboshi Belting Ltd. (the "Company") will be held as follows.
When convening this Annual General Meeting of Shareholders, the Company takes measures for providing information that constitutes the content of reference documents (excluding the Voting Form) for the general meeting of shareholders, etc. (matters subject to measures for electronic provision) in electronic format, and posts this information as "Notice of the 110th Annual General Meeting of Shareholders" on the Internet. Please access any of the websites shown below to review the information.
The Company's website: https://www.mitsuboshi.com/stockholder/information/meeting.html (in Japanese)
Website for posted informational materials for the general meeting of shareholders: https://d.sokai.jp/5192/teiji/ (in Japanese)
The Company also has posted matters subject to measures for electronic provision on the Tokyo Stock Exchange (TSE) website. To access this information, access the TSE website (Listed Company Search) by using the Internet address shown below, enter "Mitsuboshi Belting Ltd." in "Issue name (company name)" or the Company's securities code "5192" 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]."
TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
If you are unable to attend the Meeting on the day, you may exercise your voting rights via the Internet, etc. or in writing (by postal mail.) Please review the Reference Documents for the General Meeting of Shareholders, and exercise your voting rights no later than Thursday, June 26, 2025, 5:15 p.m. (JST).
- Date & Time Friday, June 27, 2025, at 10:00 a.m. (JST)
- Venue 1F Hall, the Kobe Head Office General Management Center of the Company 1-35, Karumodori 5-chome, Nagata-ku, Kobe-shi
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Purpose of the Meeting Matters to be Reported
The Business Report, Consolidated Financial Statements, and Non-consolidated Financial Statements for the 110th Fiscal Year (April 1, 2024 to March 31, 2025)
The Results of the Audit of the Consolidated Financial Statements for the 110th Fiscal Year (April 1, 2024 to March 31, 2025) by the Accounting Auditor and the Audit & Supervisory Board
◎ When attending the meeting, please submit the Voting Form to the reception desk.
◎ If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions and the details of the matters before and after the revisions will be posted on the websites listed above.
◎ Other matters of guidance to shareholders may be posted on the Company's website provided above. Please access the Company's website as required to confirm the latest information.
Reference Documents for the General Meeting of Shareholders Proposals and Reference Information Proposal No. 1 Appropriation of SurplusThe Company's basic capital policy is to enhance medium and long-term corporate and shareholder values by securing resources for investment in growth and enhancing shareholder returns.
Furthermore, in the '24 Mid-Term Business Plan (April 1, 2024 to March 31, 2027) announced on May 14, 2024, the KPI target for shareholder returns is set to aim for a DOE of approximately 5.4% (dividend per share of at least ¥180). Comprehensively considering the above basic policy, the Company's performance for the current fiscal year, and its financial position, the Company proposes a year-end dividend of ¥96 per share as follows (an increase of ¥6 compared to the initially announced year-end dividend forecast of ¥90).
Allotment of dividend property to shareholders and their aggregate amount
¥96 per common share of the Company Total payment: ¥2,707,517,856
Effective date of dividends of surplus June 30, 2025
The terms of office of eight (8) Directors, Hiroshi Ikeda, Toshimi Kumazaki, Keiji Mataba, Shinji Kuramoto, Kazuhiro Takeda, Shinya Okuda, Yuka Miyake, and Yasuhiro Tsuji will expire at the conclusion of this Annual General Meeting of Shareholders. Therefore, the Company proposes the election of eight (8) Directors (including three (3) Outside Directors).
Candidates for Directors are resolved by the Board of Directors based on the report by the Nomination and Remuneration Advisory Committee, an advisory body to the Board of Directors.
The candidates for Directors are as follows:
Candidate No. | Name | Position in the Company | |
1 | Hiroshi Ikeda | Representative Director President, Executive Officer | Reelection Male |
2 | Toshimi Kumazaki | Director Senior Managing Executive Officer | Reelection Male |
3 | Keiji Mataba | Director Senior Managing Executive Officer | Reelection Male |
4 | Shinji Kuramoto | Director Managing Executive Officer | Reelection Male |
5 | Kazuhiro Takeda | Director Managing Executive Officer | Reelection Male |
6 | Shinya Okuda | Director (Outside) | Reelection Outside Independent Male |
7 | Yuka Miyake | Director (Outside) | Reelection Outside Independent Female |
8 | Yasuhiro Tsuji | Director (Outside) | Reelection Outside Independent Male |
Reelection: Candidate for re-election as Director Outside: Candidate for Outside Director
Independent: Independent officer as provided for by the stock exchange Male: Candidate for male Director
Female: Candidate for female Director
Candidate No. | Name (Date of birth) | Biography, Position, Responsibility and Important Concurrent Position | Number of the Company's Shares Owned | Relationship of Special Interest in the Company | |
Hiroshi Ikeda (July 8, 1957) Reelection | Apr. 1981 Dec. 1999 July 2007 Apr. 2012 Feb. 2015 Feb. 2016 Apr. 2016 June 2019 June 2019 June 2021 | Joined the Company General Manager of Automotive Belts & Parts Sales Department, Industrial Materials Division Seconded to Mitsuboshi Overseas Headquarters Private Limited Executive Officer of the Company General Manager of Office of the President General Manager of Corporate Planning Division and General Manager of Tokyo General Affairs Department Managing Executive Officer Director In charge of General Affairs Department Representative Director and President, Executive Officer (current position) | 33,917 shares | None | |
Male | |||||
1 | |||||
Reasons for nomination as candidate for Director | |||||
Hiroshi Ikeda has a wealth of experience and broad insight in the sales field and management operations, including serving | |||||
as the head of the sales and the corporate planning within the Company Group. The Company has determined that he is an | |||||
appropriate person to strongly promote the further enhancement of the corporate value of the Company Group and achieve | |||||
the mid-term business plan based on his broad perspective and his ability to act and lead, and has continued to nominate | |||||
him as a candidate for Director. | |||||