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.
Securities Code: 9543
March 3, 2026 (Date of commencement of measures for electronic provision: February 25, 2026)
To our shareholders:
Yoshitake Matsumoto Representative Director
SHIZUOKA GAS CO., LTD.1-5-38 Yahata, Suruga-ku, Shizuoka
NOTICE OF THE 178TH ANNUAL GENERAL MEETING OF SHAREHOLDERSYou are cordially notified of the 178th Annual General Meeting of Shareholders of SHIZUOKA GAS CO., LTD. (the "Company"), which will be held as described below, and we ask that you please attend.
The Company has taken measures for electronic provision in convening this General Meeting of Shareholders and posted matters subject to the measures for electronic provision (hereinafter, "Electronic Provision Measures Matters") as the "NOTICE OF THE 178TH ANNUAL GENERAL MEETING OF SHAREHOLDERS" on the following
website on the Internet.
Website of the Company: https://ir.shizuokagas.co.jp/en/ir/Stock/StockholderMtg.html
In addition to the above, the Electronic Provision Measures Matters are posted on the following website on the Internet as well.
・Website of the Tokyo Stock Exchange: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show Please access the website of the Tokyo Stock Exchange above, query the Company by inputting the name or securities code of the Company, and select "Basic information" and then "Documents for public inspection/PR information".
・"Net-de-Shoshu" (https://s.srdb.jp/9543) (planned to be posted on March 3, 2026)
In addition to attending the meeting, you may exercise your voting rights in writing or via the Internet. Please review the Reference Documents for General Meeting of Shareholders below, and cast your vote by Wednesday, March 25, 2026, at 5:30 p.m. (JST).
- Date and Time: Thursday, March 26, 2026, at 10:00 a.m. (JST)
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Venue: "Sumpu Hall" on the third floor of the Hotel Associa Shizuoka 56 Kurogane-cho, Aoi-ku, Shizuoka
(Please refer to the map for the venue of the General Meeting of Shareholders at the end.) (Only available in Japanese version)
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Purpose of the Meeting Matters to be reported:
The Business Report and the Consolidated Financial Statements for the 178th fiscal year (January 1, 2025 - December 31, 2025), and results of audits by the Financial Auditor and the Board of Auditors of the Consolidated Financial Statements
The Non-Consolidated Financial Statements for the 178th fiscal year (January 1, 2025 - December 31, 2025)
When attending the meeting in person, please submit the Voting Rights Exercise Form enclosed at the reception desk at the meeting venue on the day of the meeting.
Pursuant to the provision of laws and regulations and Article 19 of the Articles of Incorporation of the Company, the following matters are not described in the paper copy sent to shareholders who have requested to receive the paper copy. As such, the paper copy is a part of the documents that were audited by the Auditors and the Financial Auditor when preparing their audit reports.
・Notes to the Consolidated Financial Statements and Notes to the Non-Consolidated Financial Statements
Any revisions to the Electronic Provision Measures Matters will be posted on each of the websites.
The Company proposes the appropriation of surplus as follows:
Year-end dividends
The Company proposes the payment of a year-end dividend as follows in accordance with its basic policy of continuously paying progressive dividends while considering the financial condition and business results comprehensively.
Allotment of dividend property to shareholders and their aggregate amount
¥22.5 per common share of the Company Total payment: ¥1,695,441,758
Effective date of dividends March 27, 2026
Other appropriation of surplus
The Company proposes other appropriation of surplus as follows in order to strengthen the financial standing toward the sound promotion of management while considering the future business environment.
Item of surplus to be increased and amount of increase General reserve: ¥6,500,000,000
Item of surplus to be decreased and amount of decrease Retained earnings brought forward: ¥6,500,000,000
Reason for the proposal
With respect to business purposes set forth in Article 2 of the current Articles of Incorporation, as the Group is expanding its business domain, we shall delete text relating to current long-term care businesses and add "various businesses based on the Long-Term Care Insurance Act" as a new and comprehensive entry.
Details of the amendments
The amendments are as follows:
(Amendments are underlined)
Current Articles of Incorporation | Proposed amendment |
(Purposes) Article 2 The purposes of the Company shall be to engage in the following businesses: 1. to 10. (The text of the Article is omitted.) 11. Management of cooking classes, culture schools, and restaurants; and in-home care service businesses under the Long-Term Care Insurance Act, including in-home care assistance, in-home bathing assistance, in-home nursing care, in-home rehabilitation, and rental of welfare equipment (Newly established) 12. to 18. (The text of the Article is omitted.) | (Purposes) Article 2 The purposes of the Company shall be to engage in the following businesses: 1. to 10. (Unchanged)
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At the conclusion of this meeting, the terms of office of all seven Directors will expire. Therefore, the Company proposes the election of seven Directors.
The candidates for Director are as follows:
Candidate No. | Name | Current positions and responsibilities in the Company | Candidate attribute | |
1 | Hiroyuki Kishida | Representative Director and Chairman | Reelection | |
2 | Yoshitake Matsumoto | Representative Director and President | Reelection | |
3 | Takeyasu Sugiyama | Director Senior Operating Officer | Senior General Manager of Corporate Services Division | Reelection |
4 | Katsunori Nakanishi | Director | Reelection Outside Independent | |
5 | Hajime Hirano | Director | Reelection Outside Independent | |
6 | Koichi Maruno | Director | Reelection Outside Independent | |
7 | Rie Hirakawa | Director | Reelection Outside Independent | |
New: New candidate for Director
Reelection: Candidate for Director to be reelected Outside: Candidate for outside Director
Independent: Candidate for independent officer as provided for by the Tokyo Stock Exchange
Candidate No. | Name (Date of birth) | Career summary, positions and responsibilities in the Company | Number of the Company's shares owned | |
Hiroyuki Kishida | Apr. 1981 Apr. 2012 Mar. 2013 Jan. 2014 Mar. 2014 Apr. 2015 Jan. 2016 Jan. 2018 Jan. 2019 Jan. 2024 | Joined the Company Operating Officer and General Manager of Corporate Planning Department President and Representative Director of Minamifuji Pipeline Co., Ltd. Senior Operating Officer and General Manager in charge of Planning, Materials and General Energy Business Promotion of the Company Director, Senior Operating Officer, and General Manager in charge of Planning, Materials and General Energy Business Promotion Director, Senior Operating Officer, and General Manager of Lifestyle Creation Business Department Director, Deputy Chief Operating Officer, and Senior General Manager of Lifestyle Creation Business Division Representative Director and President, and Senior General Manager of Lifestyle Creation Business Division Representative Director and President Representative Director and Chairman (current position) | ||
(December 12, 1958) | ||||
Reelection | ||||
Tenure as Director | 42,129 shares | |||
12 years | ||||
1 | Attendance to meetings of the Board of Directors 10/10 (100%) | |||
Reasons for nomination as candidate for Director | ||||
He has mainly been engaged in planning operations, served as President for six years from January 2018 until December 2023, | ||||
and has served as Chair of the Board of Directors since January 2024. Accordingly, the Company proposes him as a candidate | ||||
to continue serving as a Director due to his wealth of business experience in the Company in addition to his excellent insight. | ||||
Yoshitake Matsumoto | Apr. 1993 Jan. 2019 Jan. 2020 Jan. 2021 Jan. 2022 Jan. 2023 Feb. 2023 Jan. 2024 Mar. 2024 Jan. 2025 | Joined the Company General Manager of Market Development Department, Lifestyle Creation Business Division General Manager of Energy Strategic Planning Department President and Representative Director of Shizuoka Gas & Power Co., Ltd. Operating Officer, Deputy Senior General Manager of Global Energy Division, and General Manager of Electric Power and Environmental Business Department of the Company Operating Officer, Senior General Manager of Management Strategy Division, and General Manager of Management Planning Department President and Representative Director of Minamifuji Pipeline Co., Ltd. Senior Operating Officer, Senior General Manager of Management Strategy Division of the Company Senior Operating Officer, Senior General Manager of Management Strategy Division, and General Manager of Digital Innovation Department President and Operating Officer and Senior General Manager of Management Strategy Division Representative Director and President and Senior General Manager of Management Strategy Division Representative Director and President (current position) | ||
(February 24, 1971) | ||||
Reelection | ||||
Tenure as Director | 29,573 shares | |||
2 years | ||||
2 | Attendance to meetings of the Board of Directors 10/10 (100%) | |||
Reasons for nomination as candidate for Director | ||||
He has mainly been engaged in sales and planning operations and has been serving as President since January 2024. | ||||
Accordingly, the Company proposes him as a candidate to continue serving as a Director due to his wealth of business | ||||
experience in the Company in addition to his excellent insight. | ||||
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