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 9, 2025
Starting date of the measures for electronic provision: April 30, 2025
Toshihiro Takahashi
Representative Director and President Chief Executive Officer
Shochiku Co., Ltd.4-1-1 Tsukiji, Chuo-ku, Tokyo
Notice of the 159th Annual General Meeting of ShareholdersYou are cordially invited to attend the 159th 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 26, 2025 (JST).
- Date and Time: Tuesday, May 27, 2025, 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 159th fiscal year (from March 1, 2024 to February 28, 2025) and audit results of Consolidated Financial Statements by the Financial Auditor and the Audit & Supervisory Board
Non-consolidated Financial Statements for the 159th fiscal year (March 1, 2024 to February 28, 2025)
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.
Matters related to the year-end dividend
The company's basic policy regarding the year-end dividend is to take into consideration the sufficiency of the retained earnings to prepare for the reinforcement of earning performance and business infrastructure as well as for the future business development in order to maintain stable dividend. Considering the performance, the year-end dividend for the 159th fiscal year will be paid accordingly as below.
Dividend property class Cash
Matters related to dividend property allotment and its total amount Dividend per common share: 30 yen
Total dividend amount: 414,594,420 yen
Effective date of distribution: May 28, 2025
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 | 16/17 |
2 | Toshihiro Takahashi | Male | Representative Director and President Chief Executive Officer | Reelection | 17/17 |
3 | Shigeyuki Yamane | Male | Director Vice President and Executive Officer | Reelection | 17/17 |
4 | Kazutaka Akimoto | Male | Director Senior Executive Officer | Reelection | 17/17 |
5 | Takahiro Inoue | Male | Director Managing Executive Officer | Reelection | 17/17 |
6 | Aya Komaki | Female | Director | Reelection Outside Independent officer | 17/17 |
7 | Tatsuo Uemura | Male | Director | Reelection Outside Independent officer | 16/17 |
8 | Satoshi Maruyama | Male | Director | Reelection Outside Independent officer | 17/17 |
9 | Masahiro Horie | Male | - | New election Outside Independent officer | - |
10 | Yoriko Noma | Female | - | New election Outside Independent officer | - |
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 | ● | ● |
