Mitsui Fudosan Co., Ltd. TSE:8801

Mitsui Fudosan : Notice of the 113th Ordinary General Shareholders’ Meeting

Published

Source: MarketScreener

[Translation for Reference and Convenience Purposes Only]

Please note that the following is an unofficial English translation of the original Japanese text of the Notice of the 113th Ordinary General Shareholders’ Meeting of Mitsui Fudosan Co., Ltd. The Company provides this translation for reference and convenience purposes only and without any warranty as to its accuracy or otherwise. In the event of any discrepancy between this translation and the original Japanese, the latter shall prevail.

To the Shareholders of Mitsui Fudosan Co., Ltd.

Securities Code: 8801

May 29, 2025

Takashi Ueda

President and Chief Executive Officer (Representative)

Mitsui Fudosan Co., Ltd.

1-1, Nihonbashi Muromachi 2-chome Chuo-ku, Tokyo, Japan

Notice of the 113th Ordinary General Shareholders’ Meeting

Mitsui Fudosan Co., Ltd. (hereinafter referred to as the “Company”) announces that the 113th Ordinary General Shareholders’ Meeting (hereinafter referred to as the “Meeting”) will be held, as given below.

In convening this general meeting of shareholders, the Company takes measures for providing information that constitutes the content of Reference Materials for the Meeting, etc. (matters for which measures for providing information in electronic format are to be taken) in electronic format, and posts this information on each of the website below. Please access any of the websites to review the information.

The Company’s website

https://www.mitsuifudosan.co.jp/english/corporate/ir/shareholder/meeting/index.html

Website for informational materials for the general meeting of shareholders

https://d.sokai.jp/8801/teiji/ (in Japanese only)

TSE website (Listed Company Search)

https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

(Matters to be provided electronically are also posted on the above website. Please access the TSE website (TSE Listed Company Search) indicated below, enter the issue name (“Mitsui Fudosan Co., Ltd.”) or the securities code (8801) and click “Search,” select “Basic information,” then “Documents for public inspection/PR information,” and refer to the information.)

If you do not attend the Meeting in person, you can exercise your voting rights via the Internet or in writing. Please review the attached Reference Materials for the Meeting and follow the Instructions below to exercise your voting rights no later than Thursday, June 26, 2025, at 5:30 p.m. (Tokyo Time).

We plan to post a portion of the video footage from the General Meeting of Shareholders on the Company’s website after the meeting.

If there are any changes in the method of operation, etc., prior to the day of the Meeting, we will announce such changes on the website as appropriate.

Notice to Shareholders

Exercise of voting rights

You may exercise your voting rights by one of the following three methods.

Please review the attached Reference Materials (on pages 5 to 28) for the Meeting, and exercise your voting rights.

  1. Exercise of voting rights via the Internet

    Deadline for exercising voting rights

No later than 5:30 p.m. on Thursday, June 26, 2025 (Tokyo Time)
    1. Scanning the QR code, “Smart Vote”

      https://www.web54.net (in Japanese)

    1. Entering voting code and password

      Please access the website for exercising voting rights from your smartphone or PC and enter your approval or disapproval of the proposals.

  1. Exercise of voting rights in writing

    Deadline for exercising voting rights

No later than 5:30 p.m. on Thursday, June 26, 2025 (Tokyo Time)

Please indicate your approval or disapproval of each proposed item on the attached Exercise of Voting Rights form, and return the form to the Company.

* When exercising your voting right in writing and if you indicate neither your approval nor disapproval of each proposal on the returned voting form, we will assume that you have voted in favor of the proposal.

  1. Exercise of voting rights by attending the Meeting

Date and Time

Friday, June 27, 2025, at 10:00 a.m.

For those planning to attend the Meeting in person, please submit the attached Exercise of Voting Rights form at the reception desk.

* If you intend to exercise your voting rights by proxy, you may delegate the exercise of your

voting rights to another shareholder holding voting rights in the Company in accordance with Article 15 of the Company’s Articles of Incorporation. In such case, your proxy is requested to submit a document certifying his/her appointment as a proxy.

  • In the event that you exercise your voting rights both via the Internet and in writing, the vote via the Internet will be deemed valid.

  • In the event that you exercise your voting rights via the Internet multiple times, the vote exercised last will be recorded as the effective vote.

  1. DATE AND TIME

    Friday, June 27, 2025, at 10:00 a.m. (Reception is scheduled to start at 9:00 a.m.)

  2. PLACE

    Peacock Room,

    2nd Floor, Main Building Imperial Hotel, Tokyo

    1-1, Uchisaiwai-cho 1-chome, Chiyoda-ku, Tokyo

  3. AGENDA
Matters for Reporting:
  1. The Business Report and report on the Consolidated Financial Statements for the 113th Fiscal Year (from April 1, 2024, to March 31, 2025), as well as the results of audits of the Consolidated Financial Statements conducted by the independent auditors and the Board of Corporate Auditors

  2. Report on the Non-Consolidated Financial Statements for the 113th Fiscal Year (from April 1, 2024, to March 31, 2025)

    Matters for Resolution:Item 1: Distribution of Retained Earnings Item 2: Election of Thirteen (13) Directors Item 3: Payment of Bonuses to DirectorsItem 4: Introduction of Restricted Stock Unit System for Directors and Revision of Restricted Stock Compensation System

    *If it is necessary to revise any matters that form a part of the information provided in electronic format, the details of those revisions will be posted on each of the aforementioned websites.

    *The specific matters listed below, which are part of the information provided in electronic format, are excluded from the paper-based documents delivered to shareholders who have made a request for delivery of such documents, in accordance with the provisions of laws and regulations and Article 18 of the Company’s Articles of Incorporation.

    1. “Matters Concerning the Company’s Stock Acquisition Rights,” “Independent Auditors,” “Overview of the Details of the Resolution on the Establishment of the System to Ensure That Directors Perform Their Duties in Compliance With Relevant Laws and Regulations and the Articles of Incorporation, and Other Systems to Ensure Properness of Operations; and the Operating Status of these Systems” and “Basic Policy on the Control over the Company” of the Business Report

    2. “Consolidated Statement of Changes in Equity” and “Notes to the Consolidated Financial Statements” of the Consolidated Financial Statements

    3. “Statement of Changes in Equity” and “Notes to the Non-Consolidated Financial Statements” of the Non-Consolidated Financial Statements

Therefore, the Business Report that is included in the paper-based documents delivered to shareholders who have made a request for delivery of such documents is only a part of the Business Report that the corporate auditors audited in preparing their audit reports, while the Consolidated Financial Statements and the Non-Consolidated Financial Statements are only a part of the Consolidated Financial Statements and the Non-Consolidated Financial Statements that the corporate auditors audited in preparing their audit reports and the independent auditors audited in preparing the financial audit report.

REFERENCE MATERIALS FOR THE MEETING

MATTERS TO BE RESOLVED AND MATTERS FOR REFERENCEItem 1: Distribution of Retained Earnings

The Company strives to increase shareholder value through the reinvestment of earnings over the medium to long term, and likewise returns profits to shareholders based on comprehensive consideration of factors such as the business environment and its performance and finances.

With regard to the return of profits, the Company recognizes the importance of adopting an approach of stable and continuous returns based on sustainable growth. Guided by this approach, in the Group’s long-term vision, “& INNOVATION 2030,” the Company plans to implement stable dividend increases (progressive dividends) and carry out flexible, continuous share buybacks from the fiscal year ended March 31, 2025 to the fiscal year ending March 31, 2027. The Company is targeting a total shareholder return ratio (*1) of 50% or higher each fiscal year and a dividend payout ratio of approximately 35% each fiscal year.

Regarding the annual dividend for the current fiscal year, taking into consideration the overall business performance of the current fiscal year and the above-mentioned returns to shareholders policy, the Company proposes to increase the dividend by ¥3 to ¥31 per share (including an interim dividend of ¥15) compared to the previous fiscal year (*2), and to pay a year-end dividend of ¥16 per share for the current fiscal year, as follows.

*1 Total shareholder return ratio = (Total cash dividends + Total amount of repurchases of the shares of the Company) / Profit attributable to owners of parent

*2 The Company conducted a 3-for-1 stock split of its common shares on April 1, 2024.

Figures for the previous fiscal year are calculated on the assumption that the stock split had occurred at the beginning of the period.

Matters Related to Year-End Dividend

  1. Asset type of dividend:

    Cash

  2. Matters concerning the year-end allotment of assets to shareholders and the aggregate amount thereof:

    ¥16 per share of common share, for a total payment of ¥44,357,939,408

    Since the interim dividend of ¥15 per share was already paid in December 2024, total annual cash dividends will be ¥31 per share.

  3. Effective date for distribution of retained earnings: June 30, 2025

Cash dividends per share (yen) and dividend payout ratio (%) for the fiscal year

Interim dividend
Year-end dividend
Dividend payout ratio

32.7%

34.9%

34.7%

29.8%

29.8%

28

31

15

18

21

The 109th Apr. 2020-

Mar. 2021

The 110th Apr. 2021-

Mar. 2022

The 111th Apr. 2022-

Mar. 2023

The 112th The 113th Apr. 2023- (This fiscal year) Mar. 2024 Apr. 2024-

Mar. 2025

60

40

20

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