Disclaimer: Please note that the following is a translation of the original Japanese documents prepared for the convenience of our non-Japanese shareholders with voting rights. Although this translation is intended to be complete and accurate, the Japanese original shall take precedence in the case of any discrepancies between this translation and the original. Certain information regarding voting procedures that is not applicable for shareholders resident outside Japan has been omitted or modified as applicable. In addition, these materials will not facilitate your status as a registered shareholder authorized to attend the Annual General Meeting of Shareholders. Every shareholder attending the Annual General Meeting of Shareholders is required to present the voting card, which is sent to the registered shareholder together with the original Notice of Convocation in Japanese, to the receptionist at the meeting.
To Our Shareholders:
Shigeru Tsujimoto
Representative Director, President
OHBA CO., LTD.Securities Code: 9765
August 4, 2025
3-7-1 Kanda Nishikicho, Chiyoda-ku, Tokyo
Notice of the 91st Annual General Meeting of ShareholdersWe are pleased to announce the 91st Annual General Meeting of Shareholders of OHBA CO., LTD. (the "Company"), which will be held as indicated below.
In convening this General Meeting of Shareholders, the Company has taken measures for electronic provision of information, which is the contents of the Reference Documents for the General Meeting of Shareholders, etc. (items for which measures for providing information in electronic format are to be taken), which can be found in the "4. Websites where items subject to measures for electronic provision are posted." Please access the website to view the information.
If you are unable to attend the meeting in person, you may exercise your voting rights via the Internet or in writing, and we ask that you exercise your voting rights by either of these methods. The contents of each proposal are set forth in the Reference Documents for the General Meeting of Shareholders, which can be found in "4. Websites where items subject to measures for electronic provision are posted." Please review the said document and exercise your voting rights by 5:30 p.m. on Monday, August 25, 2025 (JST) in accordance with the "Guide to the Exercise of Voting Rights" below (in Japanese only).
- Date and time: Tuesday, August 26, 2025, at 10 a.m. (JST) (Doors open at 9 a.m.)
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Venue: Keidanren Hall, 2F, Keidanren Kaikan
1-3-2 Otemachi, Chiyoda-ku, Tokyo
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Purpose of the Meeting Matters to be reported
The contents of the Business Report and the Consolidated Financial Statements for the 91st fiscal year (from June 1, 2024 to May 31, 2025), and the results of audits of Consolidated Financial Statements by the Financial Auditor and the Audit & Supervisory Board
The contents of the Non-consolidated Financial Statements for the 91st fiscal year (from June 1, 2024 to May 31, 2025)
Matters to be resolved Proposal No. 1: Appropriation of Surplus Proposal No. 2: Election of Nine (9) Directors Proposal No. 3: Election of Two (2) Substitute Audit & Supervisory Board Members
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Websites where items subject to measures for electronic provision are posted
Item No.
Website name and URL
How to access
1
The Company's website:
https://www.k-ohba.co.jp/ (in Japanese)
Please refer to "Materials Related to the General Meeting of Shareholders" in Investor Relations.
2
Listed Company Search (Tokyo Stock Exchange): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
Enter and search for the issue name (OHBA) or securities code (9765), and then select "Basic Information" and "Documents for Public Inspection/PR Information."
3
General Shareholders Meeting Portal Site® (Sumitomo Mitsui Trust Bank, Limited)
https://www.soukai-portal.net (in Japanese)
Please read the QR code on the voting card or enter your ID and password.
* Each website may be temporarily inaccessible due to scheduled maintenance or other reasons.
If you are unable to view the site, please check from another website or access it again after some time.
- Matters to be decided for convocation
In accordance with laws and regulations and the Articles of Incorporation of the Company, the Company has posted the following matters, which should be stated in the document stating the items subject to measures for electronic provision, on the "4. Websites where items subject to measures for electronic provision are posted." Therefore, they are not included in the document to be delivered to shareholders who have requested delivery of the paper-based document. The Audit & Supervisory Board Members and the Financial Auditor have audited the documents subject to audit, which include the following items.
The following items from the Business Report
(Status of Share acquisition rights, etc. and Overview of Systems to ensure the appropriateness of operations and the operation of such systems)
The following items from the Consolidated Financial Statements
(Consolidated Statements of Changes in Net Assets, Notes to Consolidated Financial Statements)
The following items from the financial statements
(Statements of Changes in Net Assets, Notes to Non-Consolidated Financial Statements)
If you exercise your voting rights more than once, the last exercise that arrives at the Company will be treated as a valid exercise of your voting rights. If the voting rights exercised via the Internet and the voting card arrive on the same day, the vote exercised via the Internet will be treated as a valid exercise of voting rights.
If no indication of approval or disapproval is made for each proposal by the method of the voting card, it will be treated as an indication of approval.
When you attend the Meeting, you are kindly requested to present the voting card to the receptionist at the meeting.
If revisions to the items 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 aforementioned websites "4. Websites where items subject to measures for electronic provision are posted."
The Company proposes the appropriation of surplus as follows:
The Company deems the optimal balance between enhancing corporate value over the medium and long term and returns to shareholders to be one of the most important issues facing management. In addition to using the dividend payout ratio as a guideline in order to strengthen the link between dividends and performance, the Company determines the details of returns to shareholders for each fiscal year by taking into account a comprehensive range of factors, such as the economic situation and financial position at the time, as well as the outlook for earnings.
Based on this approach, the Company has given consideration to matters including the business performance of the fiscal year and future business development, and it proposes to pay year-end ordinary dividends of ¥22 per share for the 91st fiscal year. Accordingly, including the interim dividend of ¥20 per share, the annual dividend will be ¥42 per share.
Year-end dividends
Type of dividend property To be paid in cash.
Allotment of dividend property and their aggregate amount
The Company proposes to pay a dividend of ¥22 per common share of the Company. In this event, the total dividends will be ¥349,425,406.
Effective date of dividends of surplus
The effective date of dividends will be Wednesday, August 27, 2025.
Proposal No. 2 Election of Nine (9) DirectorsAt the conclusion of this meeting, the terms of office of all nine (9) Directors will expire. Therefore, the Company proposes the election of nine (9) Directors.
The candidates for Director are as follows:
Candidate No. | Name | Current position and responsibility in the Company | |
1 | Re-election | Shigeru Tsujimoto | Representative Director, President |
2 | Re-election | Toshinori Ohba | Director, Senior Managing Executive Officer Assistant to the President, and in charge of Internal Control and Compliance |
3 | Re-election | Shinsuke Minaki | Director, Managing Executive Officer General Manager of Business Promotion Headquarters, and Business Promotion Management |
4 | Re-election Outside Independent | Motoyasu Kato | Director |
5 | Re-election Outside Independent | Mikito Nagai | Director |
6 | Re-election Outside Independent | Yuji Shimanaka | Director |
7 | Re-election Outside Independent | Masaki Suzuki | Director |
8 | Re-election Outside Independent | Akiko Uno | Director |
9 | New election Outside Independent | Takeshi Mugishima | - |
Candidate No. | Name (Date of birth) | Career summary, position, responsibility in the Company, significant concurrent positions outside the Company, and reasons for nomination | Number of the Company's shares owned | |
Apr. 1979 Nov. 1987 | Joined Overseas Oil Development Co., Ltd. Joined The Mitsui Trust and Banking Company, Limited (currently, Sumitomo Mitsui Trust Bank, Limited) Los Angeles branch New York branch Deputy General Manager of Sales Dept. I of Osaka branch Senior Advisor of the Company Executive Officer, General Manager of Financial Dept., and General Manager of Project Development Dept. Director, Executive Officer, General Manager of Financial Dept., and General Manager of Project Development Dept. Managing Director, Managing Executive Officer, in charge of Finance, Planning and Business Solution, and General Manager of Business Promotion Headquarters Representative Director Representative Director, President, and CEO Representative Director, President (current position) | 282,939 | ||
Feb. 1990 Oct. 1994 Oct. 2000 | ||||
Shigeru Tsujimoto December 10, 1955 | Mar. 2003 July 2005 June 2006 | |||
Re-election | ||||
1 | ||||
June 2010 | ||||
Aug. 2013 June 2016 Aug. 2020 | ||||
Reasons for nomination Shigeru Tsujimoto, currently serves as Representative Director, President, leads the Company's Group management, and has played an appropriate role in enhancing corporate values, such as in determining important matters. Since it is expected that he can further contribute to the Company in the future, he has been nominated again as a candidate for Director. | ||||