This document has been translated from the original document in Japanese. In the event of any discrepancy between this English translation and the original document in Japanese, the original document in Japanese shall prevail.
Stock Code: 8150
Conference Room on the 10th floor of the Company's headquarters, at 4-12, Shiba 4-chome, Minato-ku, Tokyo
Agenda:Item 1: Payment of Year-End Dividends of Surplus
Item 2: Appointment of Eight (8) Directors (Except Directors Who are Audit & Supervisory Committee Members) Item 3: Appointment of One (1) Substitute Director Who is an Audit & Supervisory Committee Member
Please exercise your voting rights on the Internet or in writing.
Deadline for exercise of voting rights:
5:10 p.m. on Thursday, June 19, 2025
If You are Unable to Attend the General Meeting of Shareholders
No souvenirs will be distributed to attending shareholders.
Sanshin Electronics Co., Ltd.
NOTICE OF THE 74th ORDINARY GENERAL MEETING OF SHAREHOLDERSStock Code: 8150
May 30, 2025
Dear Shareholder:
The 74th Ordinary General Meeting of Shareholders of Sanshin Electronics Co., Ltd. (the "Company"), will be held at 10:00 a.m. (reception starts at 9:00 a.m.) on Friday, June 20, 2025, in the Conference Room on the 10th floor of the Company's headquarters, at 4-12, Shiba 4-chome, Minato-ku, Tokyo.
When convening the General Meeting of Shareholders, the Company uses electronic provision measures for information that is the contents of reference materials, etc., for the General Meeting of Shareholders (matters subject to electronic provision measures). The information is posted on the Internet on the websites listed below. Please access either website to view the information.
Regarding this Notice, the Company will send the delivery document to all shareholders who requested delivery of written documents based on the applicable laws and regulations, and the Articles of Incorporation.
[Company Website] https://http://www.sanshin.co.jp/ir/meeting/
(Please access the website listed above and refer to "Convocation Notice" under "The 74th (FY 2024) Ordinary General Meeting of Shareholders.")
[Websites Listing Materials for the General Meeting of Shareholders] https://d.sokai.jp/8150/teiji/
[Website Operated by the Tokyo Stock Exchange (Listed Company Search)] https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
(Please access the Tokyo Stock Exchange website listed above. In the "Company Name/Code" enter and search for "Sanshin Electronics" or the Company's stock code "8150." Click "Basic information" - "Documents for public inspection/PR information," and then view the "Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting" under "Filed information available for public inspection."
If you are unable to attend the General Meeting of Shareholders, you may exercise your voting rights via the Internet or in writing. Please refer to the reference materials for the General Meeting of Shareholders listed later in this Notice. Follow the instructions for "Information on How to Exercise Your Voting Rights" listed on page 2 and exercise your voting rights no later than 5:10 p.m. on Thursday, June 19, 2025.
Sincerely yours, Toshiro Suzuki
Representative Director, CEO Sanshin Electronics Co., Ltd.
4-12, Shiba 4-chome, Minato-ku, Tokyo, Japan
Meeting Details Agenda: Items to be reportedThe Business Report, the Consolidated Financial Statements, and the report of the audit of the consolidated accounts by the Accounting Auditors and Audit & Supervisory Committee for the 74th term, from April 1, 2024 to March 31, 2025, will be reported at the meeting.
The Non-Consolidated Financial Statements for the 74th term, from April 1, 2024 to March 31, 2025, will be reported at the meeting.
Item 1: Payment of Year-End Dividends of Surplus
Item 2: Appointment of Eight (8) Directors (Except Directors Who are Audit & Supervisory Committee Members) Item 3: Appointment of One (1) Substitute Director Who is an Audit & Supervisory Committee Member Information on How to Exercise Your Voting Rights:If you choose to exercise your voting rights in writing
Please exercise your voting rights by indicating your approval or disapproval on the enclosed proxy card, and return it to us so that it arrives no later than 5:10 p.m. on Thursday, June 19, 2025.
If you choose to exercise your voting rights via the Internet
If you choose to vote via the Internet, please check page 4 of the original notice in Japanese, and vote on the Internet at the designated website no later than 5:10 p.m. on Thursday, June 19, 2025.
If you exercise your voting rights both in writing and via the Internet, the electronic exercise shall be deemed as valid. Similarly, if you exercise your voting rights multiple times via the Internet, or more than once using a PC, a smartphone and a mobile phone, the latest exercise shall be deemed as valid.
When attending the meeting in person, please present the enclosed proxy card at the reception desk.
The following items are not included in the document delivered with this Notice, because they are posted on the websites listed above in accordance with the applicable laws and regulations, and the provision of the Company's Articles of Incorporation. Accounting Auditors and Audit & Supervisory Committee audit the documents subject to audit, including the following.
Notes to Consolidated Financial Statements
Notes to Non-consolidated Financial Statements
For this General Meeting of Shareholders, a document containing the matters subject to electronic provision measures has been uniformly sent, regardless of whether a request for delivery in written form was made. If any amendments are made to matters subject to electronic provision measures, the items before amendments and the items after amendments will be posted on the websites listed above.
Reference Materials for the General Meeting of Shareholders Item 1: Payment of Year-End Dividends of SurplusThe Company considers profit returns to its shareholders as one of its management issues. The Company's basic policy is to determine dividends by comprehensively considering the need to maintain a balance between rewarding of shareholders, investment to gain opportunities for growth, attainment of sufficient retained earnings to enable sustainable growth, and improvement in capital efficiency. Under this policy, the Company has set a target for its dividend payout ratio of around 50% on a consolidated basis. Therefore, based on this policy, we currently plan to pay the year-end dividends for the fiscal year under review as follows.
Cash
Type of dividends
We propose to pay a year-end dividend of ¥105 per share, with the total payment of ¥1,297,221,555.
(Combined with the already paid interim dividend, the annual dividend thus becomes ¥135 per share.)
Allocation and total of year-end dividends
June 23, 2025
Date of commencement of payment of dividends of surplus
The terms of office for all eight Directors (excluding Directors who are Audit & Supervisory Committee members; hereinafter the same applies to this agenda item) will expire at the conclusion of this General Meeting of Shareholders. In their place, the shareholders will be asked to appoint eight Directors.
The Audit & Supervisory Committee of the Company has confirmed that all candidates for the position of Directors have been determined by the Board of Directors based on reports from the Nominations & Remuneration Committee, which is primarily composed of Independent Directors (External), and has judged that they are appropriate candidates.
The candidates for the position of Director are as follows:
Candidate No. | Name | Gender | Current title, etc. | Attribute | |||||||
1 | Mitsumasa Matsunaga | Male | Director, Chairman of the Board | ||||||||
Reappointment | |||||||||||
2 | Toshiro Suzuki | Male | Representative Director, CEO | ||||||||
Reappointment | |||||||||||
3 | Koji Sakamoto | Male | Director, Senior Operating Officer | ||||||||
Reappointment | |||||||||||
4 | Jun-ichi Murakami | Male | Director, Vice Senior Operating Officer | Reappointment | |||||||
5 | Hitoshi Iwakami | Male | Director, Vice Senior Operating Officer | Reappointment | |||||||
6 | Hiroshi Fukui | Male | Operating Officer | ||||||||
New Appointment | |||||||||||
7 | Minoru Nishino | Male | Director | Reappointment | External | ||||||
Independent | |||||||||||
8 | Akihiro Fujioka | Male | Director | Reappointment | External | ||||||
Independent | |||||||||||
Reappointment | New Appointment | External | Independent | ||||||||
Candidate for reappointment as Director
Candidate for new appointment as Director
Candidate for Director (External)
Independent Director/Auditor stipulated by the Tokyo Stock Exchange
