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: 5310
March 10, 2026
Naotaka Kondo Representative Director Chairman & President, CEO Toyo Tanso Co., Ltd.
1-13-1 Umeda, Kita-ku, Osaka
Notice of the 84th Ordinary General Shareholders MeetingYou are cordially informed of the 84th Ordinary General Shareholders Meeting of Toyo Tanso Co., Ltd. (the “Company”) to be held as described on the next page.
When convening this General Shareholders Meeting, the Company takes measures for providing information that constitutes the content of Reference Documents for the General Shareholders Meeting, etc. (matters for which measures for providing information in electronic format are to be taken) in electronic format, and posts this information as “Notice of the 84th Ordinary General Shareholders Meeting.” Please access either of the following websites using the internet addresses shown below to review the information.
The Company’s website: https://www.toyotanso.co.jp/IR/meeting.html (in Japanese)
Website for posted informational materials for the general meeting of shareholders: https://d.sokai.jp/5310/teiji/ (in Japanese)
TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
* Enter the issue name “Toyo Tanso” or the securities code “5310” and click “Search.” Then, click “Basic Information” and select “Documents for public inspection/PR information.” Under “Filed information available for public inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting].”
Details
- Date and time: Friday, March 27, 2026, at 10:00 a.m. (JST) (Reception starts at 9:30 a.m.)
- Venue: Umeda South Conference Room (11F Osaka Umeda Twin Towers South) 1-13-1 Umeda, Kita-ku, Osaka
- Purpose of the meeting Matters to be reported:
Report on the Business Report, the Consolidated Financial Statements and audit reports by the Accounting Auditor and the Audit & Supervisory Board for the Consolidated Financial Statements for the 84th term (from January 1, 2025 to December 31, 2025)
Report on the Non-consolidated Financial Statements for the 84th term (from January 1, 2025 to December 31, 2025)
If you attend the meeting in person, please present the enclosed Voting Card at the reception desk upon your arrival at the meeting.
If the necessity to make revisions to the matters for which measures for providing information in electronic format are to be taken arises, a notice of the revisions and the details of the matters before and after the revisions will be posted on the aforementioned websites.
Among the matters subject to measures for electronic provision, in accordance with the provisions of laws and regulations and the Articles of Incorporation of the Company, the following matters are not provided in the paper-based documents delivered to shareholders who have made a request for delivery of such documents.
These matters are listed in the “Notice of the 84th Ordinary General Shareholders Meeting [Matters not Provided for in the Documents Delivered to Shareholders who have Requested the Delivery of Paper-based Documents as Provided for by the Provisions of Laws and Regulations and the Articles of Incorporation].”
(i) “Notes to the Consolidated Financial Statements” and (ii) “Notes to the Non-consolidated Financial Statements”
Note that matters not included in the documents delivered to shareholders who have requested the delivery of the aforementioned documents are included in the scope of audits by the Audit & Supervisory Board Members and Accounting Auditor.
Reference Documents for the General Shareholders MeetingProposals and ReferencesProposal 1: Appropriation of surplusWe hereby propose the year-end dividends below.
The Company’s basic policy is to make strategic investments in order to strengthen competitiveness and enhance corporate value over the long term, and to distribute profits to shareholders in a continuous and stable fashion (payout ratio 40% or higher) with due comprehensive consideration of business results for each fiscal year and funding needs, etc., for the future expansion of business operations and reinforcement of the operating foundations. The Company intends to use internal reserves for capital expenditures for production-related facilities, development of new products and investment in research and development.
Based on the above policy and financial results for the current term, the Company plans to pay a year-end dividend of ¥145 per share for the current term.
Type of dividend property Cash
Allotment of dividend property to shareholders and total amount thereof
¥145 per share of common stock of the Company Total amount of dividends: ¥3,040,971,320
Effective date of dividends from surplus March 30, 2026
The terms of office of all of the five (5) Directors will expire at the conclusion of this meeting. Therefore, we propose the election of five (5) Directors. Of the five (5) candidates, three (3) are candidates for Outside Director.
The candidates for Director are as follows:
Candidate No. | Name | Position and responsibilities in the Company | Status of attendance at Board of Directors meetings | |
1 | [Reelection] | Naotaka Kondo | Representative Director, Chairman & President, Chief Executive Officer (CEO) In charge of General Administration Division, In charge of Global Sales Division | 100% (17/17) |
2 | [Reelection] | Tatsuro Hamada | Director, Senior Executive Officer, Director of Division, Corporate Planning Division, In charge of Advanced Technology Division, In charge of Production Division | 100% (17/17) |
3 | [Reelection] [Outside] [Independent] | Makio Naito | Outside Director | 100% (17/17) |
4 | [Reelection] [Outside] [Independent] | Keiko Kosaka | Outside Director | 100% (17/17) |
5 | [New candidate] [Outside] [Independent] | Kazuhiro Imai | Outside Audit & Supervisory Board Member | 100% (17/17) |
Note: The attendance of Kazuhiro Imai at the Board of Directors meetings is presented in his capacity of Audit & Supervisory Board Member.
No. | Name (Date of birth) | Career summary, position and responsibilities in the Company | Number of the Company’s shares held |
1 | Naotaka Kondo (May 5, 1957) [Reelection] Number of years in office (at the conclusion of this General Shareholders Meeting) 8 years Status of attendance at Board of Directors meetings 17/17 | Apr. 1980 Joined MITSUI & CO., LTD. Dec. 1985 Joined the Company Mar. 1994 Director Nov. 2000 Managing Executive Officer Aug. 2001 Director Mar. 2002 Managing Director Jul. 2003 Senior Managing Director Sep. 2003 Senior Managing Executive Officer Jan. 2007 Representative Director, NT Corporation (incumbent) Aug. 2007 Representative Director, the Company Senior Vice President Executive Vice President Assistant to President Mar. 2008 Director of Division, Sales Division Aug. 2009 President Executive President Jun. 2012 Senior Advisor Jan. 2013 Director, Shizen Energy Inc. May 2013 Retired from the Company Nov. 2013 Representative Director, Chief Executive Officer, Via Mechanics, Ltd. Dec. 2014 Chairman, Via Mechanics, Ltd. Mar. 2015 Board Director, Japan Investment Adviser Co., Ltd. May 2017 Audit & Supervisory Board Member, Shizen Energy Inc. Mar. 2018 Chairman, the Company (incumbent) Apr. 2018 Representative Director (incumbent) Executive Chairman (incumbent) Chief Executive Officer (CEO) (incumbent) May 2018 President (incumbent) Executive President (incumbent) Jun. 2018 President, TOYO TANSO TAIWAN CO., LTD. Mar. 2024 In charge of General Administration Division, the Company In charge of Global Sales Division (incumbent) Representative Director, NT Corporation | 1,220,537 |
Reasons for nomination as Director Naotaka Kondo has a wealth of experience and knowledge serving in management positions, exercising strong leadership since being appointed to the office of Representative Director of the Company in 2018, and he has driven initiatives to reinforce corporate governance and to implement the Company’s growth strategy. Considering the above, the Company has nominated him as a candidate for Director because he is expected to appropriately execute duties as a Director of the Company and contribute to the increase of corporate value. | |||
