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 ShareholdersYou 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 rightsExercising 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).
- Date and Time: Tuesday, May 26, 2026, at 10:00 a.m. (Reception desk will open at 9:15 a.m.) (JST)
- Venue: Togeki Theatre, Togeki Building 4-1-1 Tsukiji, Chuo-ku, Tokyo
- Purpose:Matters to be reported:
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
Non-consolidated Financial Statements for the 160th fiscal year (March 1, 2025 to February 28, 2026)
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.
“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.
“Consolidated Statements of Changes in Net Assets” and “Tables of Explanatory Notes on Consolidated Financial Statements” in the Consolidated Financial Statements.
“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.
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.
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.
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 |
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.
Dividend property class Cash
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
Effective date of distribution: May 27, 2026
Proposal No. 3 Election of 10 DirectorsThe 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.
There is no special interest between any other candidates for Director and the Company.
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.
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.
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.
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 MemberThe 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) | ||
| |||
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.
There is no special interest between Teiji Tachibana and the Company.
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.
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.
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.
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.
