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. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.
(Securities Code 1833)
June 5, 2025 (Date of commencement of electronic provision measures: May 29, 2025)
To Shareholders with Voting Rights:Takanori Okumura
President and Representative Director OKUMURA CORPORATION
2-2-2, Matsuzaki-cho, Abeno-ku, Osaka-shi, Osaka
NOTICE OF THE 88TH ANNUAL GENERAL MEETING OF SHAREHOLDERSWe would like to express our appreciation for your continued support and patronage.
Notice is hereby given that the 88th Annual General Meeting of Shareholders of OKUMURA CORPORATION (the "Company") will be held for the purposes as described below.
In convening this General Meeting of Shareholders, the Company has taken electronic provision measures, which provide information contained in the Reference Documents, etc. for the General Meeting of Shareholders (the "matters subject to electronic provision measures") in electronic format, and has posted this information on the following Company website. Please access the website to review the information.
The Company website: https://www.okumuragumi.co.jp/en/ir/kabunushi/
The Company has also posted this information on the website of Tokyo Stock Exchange (TSE). To view the information, please access the TSE website (Listed Company Search), input the issue name (OKUMURA CORPORATION) or securities code (1833), and click "Search" to find search results. Then, click on "Basic information" and "Documents for public inspection/PR information" in this order to find "[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting]" in the "Filed information available for public inspection" section.
TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you are unable to attend the meeting, you can exercise your voting rights in writing or via the Internet, etc. Please review the attached Reference Documents for the General Meeting of Shareholders, and exercise your voting rights in accordance with the guide below.
Date and Time
Friday, June 27, 2025 at 10:00 a.m. (Japan time)
Place
Head Office of the Company, located at
2-2-2, Matsuzaki-cho, Abeno-ku, Osaka-shi, Osaka
Meeting Agenda
88th Fiscal Year (April 1, 2024-March 31, 2025) and results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit and Supervisory Committee
2. Non-consolidated Financial Statements for the 88th Fiscal Year (April 1, 2024-March 31, 2025)
Proposals to be resolved: Proposal 1: Appropriation of Surplus Proposal 2: Election of Eight (8) Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)◎ Among the matters subject to electronic provision measures, the following matters will not be provided in the paper copy to shareholders who made a request for delivery of documents in accordance with the provisions of laws and regulations and the Articles of Incorporation of the Company. The Accounting Auditor and the Audit and Supervisory Committee have audited documents subject to audit, which include the following matters:
Overview of Systems for Ensuring Appropriateness of Operations and Operational Status in the Business Report
Consolidated Statement of Changes in Equity and Notes to the Consolidated Financial Statements
Non-Consolidated Statement of Changes in Equity and Notes to the Non-consolidated Financial Statements
◎ If any amendments are made to matters subject to the electronic provision measures, such amendments will be posted on the respective websites where the matters are posted.
Guide to Exercising Voting RightsWhen Attending the General Meeting of Shareholders
When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
To save electricity, the venue will be moderately air-conditioned and the Cool Biz (light clothing) dress code will be observed at the meeting. Shareholders who attend the meeting are encouraged to wear light clothing.
If You Are Unable to Attend the Meeting
◎ Exercising Voting Rights in Writing Deadline for Exercise
To be received by no later than 5:15 p.m. Thursday, June 26, 2025 (Japan time)Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form, and return it so that it is received by the deadline for exercise. Furthermore, if there is no indication of a vote for or against any proposal, it shall be treated as an indication of consent for the proposal.
◎ Exercising Voting Rights via the Internet, etc. Deadline for Exercise
Thursday, June 26, 2025 at 5:15 p.m. (Japan time)Please access the voting rights exercise website, and enter your vote for or against the proposals by following the guidance onscreen.
Voting rights exercise website: https://www.web54.net
Shareholders may use the voting rights exercise website for smartphones ("smart voting").
Please refer to the next page for details.
If voting rights are exercised both in writing and via the Internet, etc., the vote received via the Internet, etc. will be treated as the valid exercise of voting rights. In addition, if voting rights are exercised multiple times via the Internet, etc., the final vote exercised will be treated as the valid exercise of voting rights.
Exercise of voting rights via the Internet is only possible by accessing the voting rights exercise website designated by the Company.
Deadline for Exercise: Thursday, June 26, 2025 at 5:15 p.m. (Japan time) The voting rights exercise website: https://www.web54.net
How to exercise voting rights with "smart voting"
By scanning the "smartphone voting website login QR Code" printed on the enclosed Voting Rights Exercise Form, you can access the voting rights exercise website without entering the "voting rights exercise code" and "password."
QR Code is a registered trademark of DENSO WAVE INCORPORATED. You can exercise your voting rights ONLY ONCE with "smart voting."
To change your vote after exercising your voting rights, it is required to enter the "voting rights exercise code"
and "password."
Connection fees to providers and telecommunications fees, etc. to telecommunication carriers arising from using the voting rights exercise website shall be borne by the shareholder.
How to enter the voting rights exercise code and password
Steps to follow when using the voting rights exercise website:
Please access the voting rights exercise website and enter the "voting rights exercise code" printed on the enclosed Voting Rights Exercise Form. After logging into the website, please enter the "password" and register your vote for or against the proposals by following the guidance onscreen.
For inquiries concerning the exercise of voting rights via the Internet, please contact:
Sumitomo Mitsui Trust Bank, Limited Securities Agent Web Support Hotline
0120-652-031 [Business hours: 9:00 a.m.-9:00 p.m. (Japan time)]
Institutional investors may exercise voting rights via electromagnetic means from the "Electronic Voting System Platform" operated by ICJ, Inc.
Reference Documents for the General Meeting of Shareholders Proposals and References Proposal 1: Appropriation of SurplusThe Company recognizes the distribution of profits as one of the most important managerial issues. For the fiscal year under review, the Company proposes the year-end dividend and the appropriation of surplus as shown below based on its policy to return profits to shareholders in line with a payout ratio (consolidated) of 70% or more (regardless of the Company's business performance, set a minimum DOE ratio of 2.0%) in comprehensive consideration of the Company's financial situation and other factors.
Note) DOE = Total annual dividends (interim + year-end) / equity
Year-end dividend
Type of property for dividend
Cash
Allotment of property for dividends to shareholders and total amount thereof
¥103 per share of the Company's common stock Total amount: ¥3,759,314,291
The total annual dividend for the term will be ¥216 per share combined with the interim dividend of ¥113.
Effective date of distribution of surplus June 30, 2025
Appropriation of surplus
Item and amount of surplus that will increase
Retained earnings brought forward ¥900,000,000
Item and amount of surplus that will decrease
General reserve ¥900,000,000