Shochiku Co., Ltd.TSE: 9601

Notice of the Annual General Meeting of Shareholders(176KB)

· 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 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 Shareholders

You 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 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 26, 2025 (JST).

  1. Date and Time: Tuesday, May 27, 2025, 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 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

    2. Non-consolidated Financial Statements for the 159th fiscal year (March 1, 2024 to February 28, 2025)

Matters to be resolved: Proposal No. 1 Appropriation of Surplus Proposal No. 2 Election of 10 Directors Proposal No. 3 Election of One Audit & Supervisory Board Member Measures 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 Shareholders Proposal No. 1 Appropriation of Surplus Appropriation of Surplus is to be undertaken as below.

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.

  1. Dividend property class Cash

  2. Matters related to dividend property allotment and its total amount Dividend per common share: 30 yen

    Total dividend amount: 414,594,420 yen

  3. Effective date of distribution: May 28, 2025

Proposal No. 2 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

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

●

●

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