Shochiku Co., Ltd.TSE: 9601

Notice of the Annual General Meeting of Shareholders (Amended)(276KB)

· Issued by Shochiku Co., Ltd.

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.

To our shareholders:

(Securities code: 9601) Date of sending by postal mail: May 8, 2026

Starting date of the measures for electronic provision: April 30, 2026

Toshihiro Takahashi

Representative Director and President Chief Executive Officer

Shochiku Co., Ltd.

4-1-1 Tsukiji, Chuo-ku, Tokyo

Notice of the 160th Annual General Meeting of Shareholders

You are cordially invited to attend the 160th Annual General Meeting of Shareholders of Shochiku Co., Ltd. (the “Company”), which will be held as stated in the following page.

When convening this General Meeting of Shareholders, the Company takes measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. (items for which measures for providing information in electronic format are to be taken) in electronic format, and posts this information on below websites. Please access any of these websites using the internet addresses shown below to review the information.

The Company’s website:

https://www.shochiku.co.jp/company/ir/publicnotice/ (in Japanese)

Website for posted informational materials for the general meeting of shareholders:

https://d.sokai.jp/9601/teiji/ (in Japanese)

Besides these abovementioned websites, the items for which measures for providing information in electronic format are to be taken are also posted on TSE website.

TSE website (Listed Company Search):

https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)

Please access the TSE website and search for the Company by entering “Shochiku” in the Issue name (company name) field, or the company’s securities code “9601” in the Code field. Click “Basic information” then select “Documents for public inspection/PR information” to review the “Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting” under “Filed information available for public inspection.”

How to exercise voting rights

Exercising voting rights in writing (by mail)

▶

Please indicate your vote for or against the proposals on the enclosed voting form and return it so that it is received by the deadline for exercising voting rights as stated below.

Exercising voting rights electronically such as via the Internet

▶

Please access the voting website designated by the Company (https://evote.tr.mufg.jp/) (in Japanese) and follow the instructions on the screen to enter your vote for or against the proposals by the deadline for exercising voting rights as stated below.

If you are unable to attend the meeting in person, you may exercise your voting rights either via the Internet, etc. or in writing (by mail). Please review the Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 6:00 p.m. on Monday, May 25, 2026 (JST).

  1. Date and Time: Tuesday, May 26, 2026, at 10:00 a.m. (Reception desk will open at 9:15 a.m.) (JST)
  2. Venue: Togeki Theatre, Togeki Building 4-1-1 Tsukiji, Chuo-ku, Tokyo
  3. Purpose:Matters to be reported:
    1. Business Report and Consolidated Financial Statements for the 160th fiscal year (from March 1, 2025 to February 28, 2026) and audit results of Consolidated Financial Statements by the Financial Auditor and the Audit & Supervisory Board

    2. Non-consolidated Financial Statements for the 160th fiscal year (March 1, 2025 to February 28, 2026)

Matters to be resolved:Proposal No. 1 Partial Changes to the Articles of IncorporationProposal No. 2 Appropriation of SurplusProposal No. 3 Election of 10 DirectorsProposal No. 4 Election of One Audit & Supervisory Board MemberMeasures for Providing Information in Electronic Format
  1. For this General Meeting of Shareholders, we have delivered paper-based documents stating the items for which measures for providing information in electronic format are to be taken to all shareholders, regardless of whether or not they have requested them. Pursuant to the provisions of applicable laws and regulations and the Articles of Incorporation, the items listed below will be omitted from the delivered paper-based documents.

    1. “Principal Business,” “Principal Offices,” “Systems to Ensure Adequacy of Business,” “Summary of the Operation of the Systems to Ensure Proper Operation,” and “the Policy Regarding Determination of Dividend of Surplus” in the Business Report.

    2. “Consolidated Statements of Changes in Net Assets” and “Tables of Explanatory Notes on Consolidated Financial Statements” in the Consolidated Financial Statements.

    3. “Statements of Changes in Net Assets” and “Tables of Explanatory Notes on Non-consolidated Financial Statements” in the Non-consolidated Financial Statements.

      The Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements audited by the Audit & Supervisory Board Members consist of the above items 1) to 3) in addition to the Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements provided in this notice. In addition, the Consolidated Financial Statements and Non-consolidated financial Statements audited by the Financial Auditor consist of the above items 2) and 3) in addition to the Consolidated Financial Statements and Non-consolidated Financial Statements provided in this notice.

  2. If revisions to the items for which measures for providing information in electronic format are to be taken arise, a notice of the revisions and the details of the items before and after the revisions will be posted on each of the above mentioned websites.

Reference Documents for the General Meeting of ShareholdersProposal No. 1 Partial Changes to the Articles of Incorporation
  1. Reason for the proposal

    The Company intends to add business objectives to Article 2 (Purpose) of the current Articles of Incorporation to expand the Company’s business.

  2. Details of the change

The details of the change are as follows.

(Changes are underlined.)

Current Articles of Incorporation

Proposed changes

Article 2 (Text omitted)

Article 2 (Unchanged)

1 to 11 (Omitted)

1 to 11 (Unchanged)

[New]

12 Planning, development, production and sales of computer software and game software

12 All businesses incidental to the foregoing items

13 All businesses incidental to the foregoing items

Proposal No. 2 Appropriation of Surplus

The Company proposes the appropriation of surplus as follows.

Matters related to the year-end dividend

The Company’s basic policy regarding the year-end dividend for the current fiscal year is to maintain stable dividends by considering the sufficiency of retained earnings to prepare for the reinforcement of earning performance and business infrastructure, as well as future business development. Based on the performance of the current fiscal year and in appreciation of our shareholders’ continuous support, we would like to propose an ordinary dividend of 30 yen per share, with an additional special dividend of 10 yen per share as below.

  1. Dividend property class Cash

  2. Matters related to dividend property allotment and its total amount

    Dividend per common share of the Company: 40 yen (ordinary dividend: 30 yen, special dividend: 10 yen)

    Total dividend amount: 552,890,840 yen

  3. Effective date of distribution: May 27, 2026

    Proposal No. 3 Election of 10 Directors

    The terms of office of all 10 currently serving Directors (including five outside Directors) will expire at the conclusion of this meeting. Therefore, the Company proposes the election of 10 Directors (including five outside Directors).

    The candidates for Director are as follows:

    Candidate No.

    Name

    Gender

    Position

    Candidate attributes

    Attendance at Board of Directors meetings

    1

    Jay Sakomoto

    Male

    Representative Director and Chairman

    Reelection

    17/18

    2

    Toshihiro Takahashi

    Male

    Representative Director and President

    Chief Executive Officer

    Reelection

    18/18

    3

    Shigeyuki Yamane

    Male

    Director

    Vice President and Executive Officer

    Reelection

    18/18

    4

    Kazutaka Akimoto

    Male

    Director

    Senior Executive Officer

    Reelection

    18/18

    5

    Takahiro Inoue

    Male

    Director

    Managing Executive Officer

    Reelection

    18/18

    6

    Aya Komaki

    Female

    Director

    Reelection Outside

    Independent officer

    17/18

    7

    Tatsuo Uemura

    Male

    Director

    Reelection Outside

    Independent officer

    17/18

    8

    Satoshi Maruyama

    Male

    Director

    Reelection Outside

    Independent officer

    18/18

    9

    Masahiro Horie

    Male

    Director

    Reelection Outside

    Independent officer

    14/14

    10

    Yoriko Noma

    Female

    Director

    Reelection Outside

    Independent officer

    14/14

    Areas in which the Company has particular expectations of each director candidate

    Name

    Corporate management/ business strategy

    Key business and industry experience

    Financial accounting

    Legal affairs

    Personnel and labor affairs

    Global skills

    Jay

    Sakomoto

    ●

    ●

    ●

    ●

    Toshihiro Takahashi

    ●

    ●

    ●

    Shigeyuki

    Yamane

    ●

    Kazutaka

    Akimoto

    ●

    ●

    ●

    Takahiro

    Inoue

    ●

    ●

    ●

    Aya Komaki

    ●

    ●

    Tatsuo Uemura

    ●

    Satoshi Maruyama

    ●

    ●

    Masahiro

    Horie

    ●

    ●

    ●

    ●

    ●

    Yoriko Noma

    ●

    ●

    Candidate No.

    Name (Date of birth)

    Career summary, and position and responsibility in the Company (Significant concurrent positions outside the Company)

    Number of the Company’s shares owned

    1

    Jay Sakomoto (April 2, 1953)

    Reelection Male

    Attendance at Board of Directors meetings held in the fiscal year

    17/18 (94%)

    Apr. 1993

    Registered as an attorney at law (current position)

    Joined Mitsui, Yasuda, Wani & Maeda

    12,080

    May 1998

    Vice President and CEO of the Company

    May 2004

    President and CEO

    May 2023

    Representative Director and Chairman, Chairman and Executive Officer

    May 2024

    Representative Director and Chairman (current position)

    Reasons for nomination as candidate for Director

    He was registered as an attorney at law and joined Mitsui, Yasuda, Wani & Maeda in 1993, where he was involved in legal affairs. He was appointed as Vice President and CEO of the Company in 1998, has been responsible for making decisions on important management matters and supervising the execution of business, and he has been exercising leadership in management as President and CEO since 2004 and Representative Director and Chairman, Chairman and Executive Officer since 2023, and as Representative Director and Chairman of the Company since 2024. He has a high level of professional knowledge in legal affairs, as well as a high level of insight and supervisory ability in management.

    2

    Toshihiro Takahashi (September 26, 1967)

    Reelection Male

    Attendance at Board of Directors meetings held in the fiscal year

    18/18 (100%)

    Apr. 1990

    Joined the Company

    2,179

    May 2012

    Operating Officer

    May 2015

    Director

    May 2018

    Managing Director

    May 2020

    General Manager of Imaging Division (current position)

    May 2021

    Senior Managing Director

    May 2023

    Representative Director and President, Chief Executive Officer (current position)

    Reasons for nomination as candidate for Director

    Since joining the Company in 1990, he has worked in the Administration Division and the Imaging Division, and he was appointed as Director of the Company in 2015. He has been in charge of imaging planning departments, imaging coordination departments, motion picture sales departments, and motion picture advertising departments, etc., and he has served as General Manager of the Imaging Division since 2020, Senior Managing Director since 2021, and he has been exercising leadership in management as Representative Director and President, Chief Executive Officer of the Company since 2023. He has a wide range of experience in the Company, as well as a high level of qualifications and insight in overall corporate management, accounting and finance operations, and imaging-related operations.

    3

    Shigeyuki Yamane (May 9, 1964)

    Reelection Male

    Attendance at Board of Directors meetings held in the fiscal year

    18/18 (100%)

    Apr. 1987

    Joined the Company

    1,675

    May 2011

    Operating Officer

    May 2014

    Director

    May 2016

    Managing Director

    May 2019

    Senior Managing Director

    May 2021

    General Manager of Theatrical Division (current position)

    May 2023

    Director, Vice President and Executive Officer (current position)

    Reasons for nomination as candidate for Director

    Since joining the Company in 1987, he has worked in the Theatrical Division. He was appointed as Director of the Company in 2014, Senior Managing Director in 2019, General Manager of the Theatrical Division in 2021, and Director, Vice President and Executive Officer in 2023. He has been in charge of Kabuki and theatrical production departments, departments of theatre public relations, and Kabuki Global Promotion Office. He has extensive experience in the Company, as well as qualifications and insight in Kabuki and theatre-related operations.

    • Representative Director and Chairman of Shinbashi Enbujo Co., Ltd.

    Candidate No.

    Name (Date of birth)

    Career summary, and position and responsibility in the Company (Significant concurrent positions outside the Company)

    Number of the Company’s shares owned

    4

    Kazutaka Akimoto (November 23, 1962)

    Reelection Male

    Attendance at Board of Directors meetings held in the fiscal year

    18/18 (100%)

    Apr. 1985

    Joined the Company

    1,460

    May 2009

    Operating Officer

    May 2012

    Director

    May 2018

    Managing Director

    Sept. 2019

    General Manager of Administration Division (current position)

    May 2023

    Director, Managing Executive Officer

    May 2024

    Director, Senior Executive Officer (current position)

    General Manager of Real Estate Division (current position)

    Reasons for nomination as candidate for Director

    Since joining the Company in 1985, he has worked in the Imaging Division, and he was appointed as Director of the Company in 2012, Managing Director in 2018 and Director, Senior Executive Officer in 2024. He has been in charge of general affairs departments, personnel departments, and Legal Office, and has extensive experience in the Company, serving as General Manager of the Administration Division since 2019 and as General Manager of Real Estate Division since 2024, and possesses qualifications and insight regarding imaging- and real estate-related operations, general affairs, human resources, and legal affairs.

    5

    Takahiro Inoue (January 16, 1968)

    Reelection Male

    Attendance at Board of Directors meetings held in the fiscal year

    18/18 (100%)

    July 2005

    Joined the Company

    1,164

    May 2011

    Operating Officer, seconded to Shochiku Geino Co., Ltd. (President and CEO) as Assistant to General Affairs Department, seconded to Shochiku Entertainment Co., Ltd. (President and CEO) as Assistant to General Affairs Department

    May 2017

    Director

    May 2021

    General Manager of Business Development Division (current position)

    May 2022

    Managing Director

    May 2023

    Director, Managing Executive Officer (current position)

    Reasons for nomination as candidate for Director

    Since joining the Company in 2005, he has worked in the Management Information Planning Department (currently, Management Planning Department), and he served as President and CEO of Shochiku Geino Co., Ltd. and Shochiku Entertainment Co., Ltd. In 2017, he was appointed as Director of the Company, has been in charge of business departments, and innovation promotion departments, and has served as General Manager of the Business Development Division since 2021, Managing Director since 2022, Director, Managing Executive Officer since 2023, and was in charge of divisional administration departments from 2024. He has extensive experience in the Company group, as well as qualifications and insight in business and real estate.

    Candidate No.

    Name (Date of birth)

    Career summary, and position and responsibility in the Company (Significant concurrent positions outside the Company)

    Number of the Company’s shares owned

    6

    Aya Komaki (August 16, 1959)

    Reelection Outside

    Independent officer Female

    Attendance at Board of Directors meetings held in the fiscal year

    17/18 (94%)

    Apr. 1983

    Sanrio Company, Ltd.

    -

    June 2014

    Advisor of Sanrio Entertainment Co., Ltd.

    June 2015

    Director

    July 2016

    General Manager of Sanrio Puroland (current position)

    June 2019

    President and Chief Executive Officer of Sanrio Entertainment Co., Ltd. (current position)

    May 2021

    Outside Director of the Company (current position)

    July 2023

    External Director of Fukoku Mutual Life Insurance Company. (current position)

    Reasons for nomination as candidate for outside Director and expected roles

    Since joining Sanrio Company, Ltd. in 1983, she served as Director of Sanrio Entertainment Co., Ltd. from 2015, General Manager of Sanrio Puroland from 2016, and President and Chief Executive Officer of Sanrio Entertainment Co., Ltd. from 2019. She has served as External Director of Fukoku Mutual Life Insurance Company since July 2023. She is nominated as a candidate for outside Director in the expectation that she will provide useful opinions and suggestions to the Board of Directors since she has experience as a corporate manager and deep discernment in the entertainment industry.

    • President and Chief Executive Officer of Sanrio Entertainment Co., Ltd.

    • General Manager of Sanrio Puroland

    • External Director of Fukoku Mutual Life Insurance Company

    Candidate No.

    Name (Date of birth)

    Career summary, and position and responsibility in the Company (Significant concurrent positions outside the Company)

    Number of the Company’s shares owned

    7

    Tatsuo Uemura (April 19, 1948)

    Reelection Outside

    Independent officer Male

    Attendance at Board of Directors meetings held in the fiscal year

    17/18 (94%)

    Apr. 1997

    Professor of School of Law, Waseda University

    -

    Oct. 2003

    Director of the 21st Century Center of Excellence, Waseda Institute for Corporation Law and Society

    June 2004

    Outside Director of Jasdaq Securities Exchange, Inc.

    Sept. 2004

    Professor of Faculty of Law, Waseda University

    June 2006

    Outside Director of Shiseido Company, Limited

    Sept. 2006

    Dean of Faculty of Law and Dean of School of Law, Waseda University

    July 2008

    Director of the Global Center of Excellence, Waseda Institute for Corporation Law and Society

    Apr. 2019

    Professor Emeritus of Waseda University (current position)

    July 2020

    Outside Director of Meiji Yasuda Life Insurance Company (current position)

    May 2022

    Outside Director of the Company (current position)

    June 2022

    External Director of ROHTO Pharmaceutical Co., Ltd.

    Reasons for nomination as candidate for outside Director and expected roles

    He has been a professor at Waseda University School of Law since 1997, Dean of Faculty of Law and Dean of School of Law since 2006, Director of the Global Center of Excellence, Waseda Institute for Corporation Law and Society since 2008, and he was appointed as Professor Emeritus of Waseda University in 2019. He also has a deep understanding of the Company’s business, having served as a trustee of the Shochiku Otani Library for many years. Although Tatsuo Uemura has never been involved in corporate management other than as an outside Director, he has a high level of expertise as a university professor studying corporate law and other subjects, as well as a wealth of experience as the author of numerous books and other publications, and is highly knowledgeable about capital markets and corporate governance. He has experience as an independent outside Director, chairman of the Nomination Advisory Committee and member of the Remuneration Advisory Committee at other companies, and he is nominated as a candidate for outside Director in the expectation that he will provide useful opinions and suggestions to the Board of Directors.

    • Outside Director of Meiji Yasuda Life Insurance Company

    Candidate No.

    Name (Date of birth)

    Career summary, and position and responsibility in the Company (Significant concurrent positions outside the Company)

    Number of the Company’s shares owned

    8

    Satoshi Maruyama (June 27, 1977)

    Reelection Outside

    Independent officer Male

    Attendance at Board of Directors meetings held in the fiscal year

    18/18 (100%)

    Apr. 2007

    Joined Netage Group, Inc. (currently UNITED, Inc.)

    -

    Dec. 2018

    Outside Director (Audit and Supervisory Committee Member) of AXEL MARK INC.

    Mar. 2019

    Outside Director (Audit and Supervisory Committee Member) of PIXTA Inc. (current position)

    Dec. 2021

    Representative Member of StarshotPartners, Inc. (current position)

    May 2022

    Outside Director of the Company (current position)

    Apr. 2024

    Outside Director (Audit and Supervisory Committee Member) of SPACE SHOWER SKIYAKI HOLDINGS Inc. (current position)

    Reasons for nomination as candidate for outside Director and expected roles

    He possesses abundant experience and knowledge regarding investment at venture capital firms and as an adviser for growing companies, and since joining Netage Group, Inc. (currently UNITED, Inc.) in April 2007, he has concurrently served as Outside Director (Audit and Supervisory Committee Member) of PIXTA Inc. since 2019, Representative Member of StarshotPartners, Inc. since 2021, and Outside Director (Audit and Supervisory Committee Member) of SPACE SHOWER SKIYAKI HOLDINGS Inc. since 2024. In addition, he has given advice at the Company regarding investment into startup companies since 2019, and assumed office as an independent outside director and audit and supervisory committee member at other companies. He is nominated as a candidate for outside Director in the expectation that he will provide useful opinions and suggestions to the Board of Directors.

    • Outside Director (Audit and Supervisory Committee Member) of PIXTA Inc.

    • Representative Member of StarshotPartners, Inc.

    • Outside Director (Audit and Supervisory Committee Member) of SPACE SHOWER SKIYAKI HOLDINGS Inc.

    Candidate No.

    Name (Date of birth)

    Career summary, and position and responsibility in the Company (Significant concurrent positions outside the Company)

    Number of the Company’s shares owned

    9

    Masahiro Horie (December 31, 1961)

    Reelection Outside

    Independent officer Male

    Attendance at Board of Directors meetings held in the fiscal year

    14/14 (100%)

    Apr. 1984

    Joined TOKYU CORPORATION (currently, TOKYU CORPORATION: Company name in Japanese changed with English unchanged)

    -

    June 2001

    Representative Director, Vice President & Executive Officer of Tokyu Real Estate Investment Management Inc.

    Sept. 2002

    President & Executive Officer

    May 2015

    Executive Officer and Executive General Manager of Retail Business Headquarters, Lifestyle Development Business Unit of TOKYU CORPORATION (currently, TOKYU

    CORPORATION: Company name in Japanese changed with English unchanged)

    June 2016

    Director

    June 2020

    Managing Executive Officer

    June 2022

    Director

    June 2023

    Representative Director, President & Director and President (current position)

    May 2025

    Outside Director of the Company (current position)

    Reasons for nomination as candidate for outside Director and expected roles

    Since joining TOKYU CORPORATION (currently, TOKYU CORPORATION: Company name in Japanese changed with English unchanged) in 1984, at that company, he served as Director from 2016, Managing Executive Officer from 2020, and has been serving as Representative Director, President & Director and President since 2023. He is nominated as a candidate for outside Director in the expectation that he will provide useful opinions and suggestions to the Board of Directors since he has experience as a corporate manager, and extensive experience and discernment relating to real estate, legal affairs, human resources, finance, and international operations.

    • Representative Director, President & Director and President of TOKYU CORPORATION

    Candidate No.

    Name (Date of birth)

    Career summary, and position and responsibility in the Company (Significant concurrent positions outside the Company)

    Number of the Company’s shares owned

    10

    Yoriko Noma (May 27, 1959)

    Reelection Outside

    Independent officer Female

    Attendance at Board of Directors meetings held in the fiscal year

    14/14 (100%)

    Apr. 1986

    Registered as an attorney at law (current position)

    -

    Apr. 1986

    Joined Hayakawa Law Offices (currently, TOKYO-HIRAKAWA Patent/Law Office, Taiyo Cosmo Law Office)

    Feb. 1999

    Partner of Miyakezaka Sogo Law Offices (current position)

    June 2021

    Outside Director (Audit and Supervisory Committee Member) of The Iyo Bank, Ltd.

    June 2021

    Outside Audit & Supervisory Board Member of AJIS CO., LTD. (current position)

    Sept. 2021

    Outside Director (Audit and Supervisory Committee Member) of AXIS CONSULTING CORPORATION

    Oct. 2022

    Outside Director (Audit and Supervisory Committee Member) of Iyogin Holdings, Inc. (current position)

    Apr. 2023

    Expert Committee Member of The Japan Intellectual Property Arbitration Center (JIPAC) (current position)

    May 2025

    Outside Director of the Company (current position)

    Reasons for nomination as candidate for outside Director and expected roles

    Since registering as an attorney at law and joining Hayakawa Law Offices (currently, TOKYO-HIRAKAWA Patent/Law Office, Taiyo Cosmo Law Office) in 1986, she became Partner of Miyakezaka Sogo Law Offices in 1999, and as concurrent positions outside the Company, she has been serving as Outside Audit & Supervisory Board Member of AJIS CO., LTD. since 2021, and Outside Director (Audit and Supervisory Committee Member) of Iyogin Holdings, Inc. since 2022. Yoriko Noma has never been involved in corporate management other than as an outside Officer. However, she is nominated as a candidate for outside Director in the expectation that she will provide useful opinions and suggestions to the Board of Directors since she has extensive experience as an attorney at law, outside Officer of other companies, and committee member of various organizations, as well as a high level of professional knowledge, broad insight and supervisory ability in legal affairs.

    • Partner of Miyakezaka Sogo Law Offices

    • Outside Audit & Supervisory Board Member of AJIS CO., LTD.

    • Outside Director (Audit and Supervisory Committee Member) of Iyogin Holdings, Inc.

    Notes: 1. Shinbashi Enbujo Co., Ltd., for which Jay Sakomoto, a candidate for Director, concurrently serves as Representative Director and Chairman, has theatre lease transactions with the Company.

    1. There is no special interest between any other candidates for Director and the Company.

    2. Aya Komaki, Tatsuo Uemura, Satoshi Maruyama, Masahiro Horie, and Yoriko Noma are candidates for outside Director. Presently, Aya Komaki, Tatsuo Uemura, Satoshi Maruyama, Masahiro Horie, and Yoriko Noma are outside Directors of the Company. At the conclusion of this meeting, Aya Komaki’s tenure as outside Director will have been five years, Tatsuo Uemura’s tenure as outside Director will have been four years, Satoshi Maruyama’s tenure as outside Director will have been four years, Masahiro Horie’s tenure as outside Director will have been one year, and Yoriko Noma’s tenure as outside Director will have been one year.

    3. If the reelections of Aya Komaki, Tatsuo Uemura, Satoshi Maruyama, Masahiro Horie, and Yoriko Noma are approved, the Company plans, pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, to renew limited liability agreements that limit liability of Aya Komaki, Tatsuo Uemura, Satoshi Maruyama, Masahiro Horie, and Yoriko Noma, limiting their liability to the minimum liability amount provided for in Article 425, paragraph (1) of the same Act.

    4. The Company has entered into a directors and officers liability insurance contract that insures all Directors as provided for in Article 430-3, paragraph (1) of the Companies Act with an insurance company. Such insurance contract will cover certain damages provided for by law and litigation costs that the insured would otherwise have to bear, and the Company will bear the full amount of all premiums for the insured. If each candidate is appointed as Director, he/she will be included as an insured under the said insurance contract. The Company plans to renew the insurance contract with the same terms and conditions during their terms of office.

    5. The Company has submitted notification to the Tokyo Stock Exchange, the Sapporo Stock Exchange and the Fukuoka Stock Exchange that Aya Komaki, Tatsuo Uemura, Satoshi Maruyama, Masahiro Horie, and Yoriko Noma are independent officers as respectively provided for by the aforementioned exchanges. If the reelections of the five are approved, the

Company plans for their designation as independent officers. Shochiku Ventures,inc., the Company’s subsidiary, concluded an advisory agreement regarding investment into startup companies with Share Style Ltd., where Satoshi Maruyama concurrently serves as Representative Director. However, the Company judges that this will not impact his independence as the amount for outsourcing services is negligible.

Proposal No. 4 Election of One Audit & Supervisory Board Member

The term of office of Teiji Tachibana will expire at the conclusion of this meeting. Therefore, the Company proposes the election of one Audit & Supervisory Board Member. In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal. The candidate for Audit & Supervisory Board Member is as follows:

Name (Date of birth)

Career summary and position in the Company (Significant concurrent positions outside the Company)

Number of the Company’s shares owned

Teiji Tachibana (January 18, 1947)

Reelection Outside

Independent officer Male

Attendance at Board of Directors meetings held in the fiscal year 17/18 (94%)

Attendance at Audit & Supervisory Board meetings held in the fiscal year 9/10 (90%)

June 2001

Director of Toyota Motor Corporation

200

Apr. 2003

Representative Director and President of Toyota Housing Corporation

June 2005

Senior Managing Director of Toyota Motor Corporation

June 2007

Representative Director and Chairman of Toyota Housing Corporation

May 2014

Outside Audit & Supervisory Board Member of the Company (current position)

July 2014

Advisor of Toyota Motor Corporation

June 2015

Senior Advisor of Toyota Housing Corporation

July 2018

Chairperson of the Board of Trustees, Meijo University Educational Association

Jan. 2026

Special and Honorary Advisor, Meijo University Educational Association (current position)

  • Special and Honorary Advisor, Meijo University Educational Association

Reasons for nomination as candidate for outside Audit & Supervisory Board Member

Since joining Toyota Motor Co., Ltd. (currently Toyota Motor Corporation) in 1969, he has served as Managing Director since 2003, Senior Managing Director since 2005, Advisor since June 2010, Senior Advisor since November 2010, and Advisor since July 2014. He has also served as Representative Director and President of Toyota Housing Corporation since 2003, Chairman and Representative Director and Chairman since 2007, and Advisor since 2015. He has served as the Company’s outside Audit & Supervisory Board Member since 2014, and has a high level of insight and supervisory ability in management based on his long years of extensive experience as a corporate manager.

Notes: 1. Teiji Tachibana is a candidate for outside Audit & Supervisory Board Member.

  1. There is no special interest between Teiji Tachibana and the Company.

  2. Teiji Tachibana is currently an outside Audit & Supervisory Board Member of the Company, and at the conclusion of this meeting, his tenure as Audit & Supervisory Board Member will have been 12 years.

  3. If the reelection of Teiji Tachibana is approved, the Company plans, pursuant to the provisions of Article 427, paragraph

    (1) of the Companies Act, to renew a limited liability agreement that limits his liability to the minimum liability amount provided for in Article 425, paragraph (1) of the same Act.

  4. The Company has entered into a directors and officers liability insurance contract that insures all Audit & Supervisory Board Members as provided for in Article 430-3, paragraph (1) of the Companies Act with an insurance company. Such insurance contract will cover certain damages provided for by law and litigation costs that the insured would otherwise have to bear, and the Company will bear the full amount of all premiums for the insured. If Teiji Tachibana is appointed as Audit & Supervisory Board Member, he will be included as an insured under the said insurance contract. The Company plans to renew the insurance contract with the same terms and conditions during his term of office.

  5. The Company has submitted notification to the Tokyo Stock Exchange, the Sapporo Stock Exchange and the Fukuoka Stock Exchange that Teiji Tachibana is an independent officer as respectively provided for by the aforementioned exchanges. If the reelection of Teiji Tachibana is approved, the Company plans for his designation as an independent officer to continue.

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