(Securities Code:1518)
May 30, 2025
(Start date for electronic provision measures: May 20, 2025)
Taishi Yoshioka, Representative Director and President Mitsui Matsushima Holdings Co., Ltd. 1-1-12 Otemon, Chuo-ku, Fukuoka-shi
Dear Shareholders,
Convocation Notice of the 169th Annual General Meeting of ShareholdersWe are pleased to inform you that the 169th Annual General Meeting of Shareholders will be held as described on the following page.
Measures for electronic provision have been taken for the convocation of this General Meeting of Shareholders, and matters to be provided electronically are posted on the Company's Internet website as "Convocation Notice for the 169th Annual General Meeting of Shareholders."
Shareholders may exercise their voting rights in advance via the Internet, etc. or by mailing the enclosed Voting Rights Exercise Form. If you wish to exercise your voting rights in advance, please exercise your voting rights no later than 6:00 p.m. on Thursday, June 19, 2025. Measures for electronic provision have been taken for the convocation of this General Meeting of Shareholders with regard to information that is the content of the Reference Documents for the General Meeting of Shareholders. Please access the below websites to view.(The Company's website)
https://www.mitsui-matsushima.co.jp/ir/stockinfo/
In addition to the above website, matters to be provided electronically are also posted on the following website.
(TSE Listed Company Search) https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the above website, enter and search for the Company name or securities code, then select "Basic information," and "Documents for public inspection/PR information" to view.
Yours faithfully, Taishi Yoshioka
Representative Director and President
PARTICULARS- Date and time: Friday, June 20, 2025 at 10:00 a.m.
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Place: Otemon Pine Building
2nd Floor Conference Room
1-1-12 Otemon, Chuo-ku, Fukuoka-shi
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Agenda:
Matters to be reported:
Business report, consolidated financial statements for the 169th fiscal year (April 1, 2024 to March 31, 2025), and results of audit thereof by accounting auditors and the Audit & Supervisory Committee
Non-consolidated financial statements for the 169th fiscal year (April 1, 2024 to March 31, 2025)
Proposal: Election of Four (4) Directors (excluding those who are Audit & Supervisory Committee Members)
When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
"Trends in Assets and Income," "Principal Business," "Principal Offices," "Employees," "Principal Lenders," "Matters Concerning Shares of the Company," "Matters Concerning Stock Acquisition Rights Issued by the Company," "Accounting Auditors," "Systems to Ensure Directors Perform Their Duties in Compliance with Laws, Regulations and the Articles of Incorporation, and Other Systems to Ensure the Appropriateness of Business Activities," and "Outline of the Status of Operation of the System to Ensure the Appropriateness of Business Activities" in the business report, "Consolidated Statements of Changes in Equity," "Notes to Consolidated Financial Statements" in the consolidated financial statements, and "Non-consolidated Statements of Changes in Equity," "Notes to Non-consolidated Financial Statements" in the non-consolidated financial statements are not provided in the documents sent to shareholders who requested delivery of documents, in accordance with provisions of laws and regulations as well as Article 14 of the Company's Articles of Incorporation. Moreover, said documents comprise part of the business report, consolidated financial statements, and non-consolidated financial statements audited by the accounting auditors and the Audit & Supervisory Committee in preparing the accounting audit report and audit report.
Any revisions to the matters to be provided electronically will be posted on each website listed above.
The terms of office of all four (4) Directors (excluding those who are Audit & Supervisory Committee Members) will expire at the close of this general meeting of shareholders. Therefore, the shareholders are asked to elect four (4) Directors (excluding those who are Audit & Supervisory Committee Members).
e-nominated | ||
External | ||
Independent | ||
Newly-nominated | |||
External | |||
Independent | |||
The candidates are presented below:
No. | Name | Attendance at meetings of the Board of Directors | Titles and responsibilities at the Company and significant concurrent positions |
1 | Shinichiro Kushima Re-nominated | 100% (13 out of 13) | Representative Director and Chairman |
2 | Taishi Yoshioka Re-nominated | 100% (13 out of 13) | Representative Director and President |
3 | Shota Wakiyama R | 100% (13 out of 13) | External Director Representative Director and President, Regional Frontier Group Representative Director and President, NORTH PACIFIC, INC |
4 | Ayako Kanamaru | - | Partner, OH-EBASHI LPC & PARTNERS Outside Director, MEDIA DO Co., Ltd. Outside Director and Audit and Supervisory Committee Member, AUTOBACS SEVEN CO., LTD. (to present) |
External | : Candidate for External Director | ||
Independent | : Candidate for Independent Officer stipulated by the TSE and FSE | ||
No. | Name (Date of birth) | Summary of career, titles and responsibilities, and important positions at other organizations concurrently assumed | Candidate's shareholding in the Company | ||
1 | Shinichiro Kushima (June 4, 1951 74 years old) Re-nominated | April 1975 | Joined Mitsui Bank, Ltd. (presently Sumitomo Mitsui Banking Corporation) (the "Bank") | Common shares 22,100 (No. of potential shares) 31,444 | |
Feb. 1995 | In charge of International Planning Department of the Bank, and Vice President of Bank Sakura Swadharma | ||||
Oct. 1999 | General Manager of Kagoshima Branch of the Bank | ||||
April 2004 | Director and General Manager of Administration Division of Verde Kyushu Co., Ltd. | ||||
June 2005 | Joined the Company as Director and Managing Executive Officer | ||||
June 2007 | Director and Senior Managing Executive Officer | ||||
April 2008 | Director, Executive Vice President and Executive Officer | ||||
Oct. 2008 | Representative Director and President and Executive Officer | ||||
June 2014 | Representative Director and Chairman (to present) | ||||
(Reasons for nominating the candidate for Director) Mr. Shinichiro Kushima was the Representative Director and President of the Company and is now its Representative Director and Chairman. As the manager of an enterprise, he has contributed to stabilizing and diversifying revenues by promoting an improved and strengthened financial base and aggressively promoting the formulation of a business portfolio that does not rely on the coal business, thereby driving the growth of the Group to date. In addition, he plays a leading role in ensuring appropriate decision-making by enriching agenda deliberations as a chairman managing and leading the Board of Directors of the Company. The Company will ask the shareholders to reelect him as Director because, as described above, it believes that he has the experience and capabilities to enable precise and fair supervision of the overall management of the Group, and he can be expected to contribute to the further growth of the Group through his broad perspective and flexible thinking and judgment. | |||||
No. | Name (Date of birth) | Summary of career, titles and responsibilities, and important positions at other organizations concurrently assumed | Candidate's shareholding in the Company | ||
2 | Taishi Yoshioka (June 13, 1969 56 years old) Re-nominated | Nov. 1992 | Joined J. P. Morgan Securities, Tokyo Branch (presently JPMorgan Securities Japan Co., Ltd.) | Common shares 5,300 (No. of potential shares) 29,542 | |
June 1995 | Joined Prudential Life Insurance Co., Ltd. | ||||
Oct. 2001 | Joined Deloitte Tohmatsu FAS Co., Ltd. (presently Deloitte Tohmatsu Financial Advisory LLC.) | ||||
Jan. 2007 | Joined GCA Co., Ltd. (presently Houlihan Lokey Corporation) | ||||
July 2013 | Joined the Company, concurrently serving as General Manager of the Overseas Business Department and General Manager of the Business Planning Department | ||||
July 2014 | General Manager of the Business Planning Department | ||||
April 2017 | Executive Officer, and General Manager of the Business Planning Department | ||||
April 2018 | Managing Executive Officer, and General Manager of the Business Planning Department | ||||
April 2019 | Managing Executive Officer in charge of the Business Planning Department | ||||
June 2020 | Representative Director and President (to present) | ||||
(Reasons for nominating the candidate for Director) Since joining the Company in 2013, Mr. Taishi Yoshioka, who has vast experience in and knowledge of the M&A advisory business, has led M&As mainly for the Business Planning Department and driven the steady implementation of the Company's mid-term business plan as Representative Director and President since 2020, thereby contributing to the stabilization and diversification of revenues from the Company's businesses. The Company will ask shareholders to reelect him as Director because it believes that the broad and deep knowledge and insight that he has cultivated, as well as his powerful capabilities to implement reforms, are indispensable in promoting the growth of the Group. He can be expected to make great contributions toward enhancing the corporate value of the Group by directing it as a whole as Representative Director and President of the Company. | |||||