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. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.
Securities code: 6278
March 11, 2026
（Measures for electronic provision have commenced on March 4, 2026)
To Shareholders with Voting RightsYuji Watanabe President & COO UNION TOOL CO.
6-17-1 Minami-ohi, Shinagawa-ku, Tokyo, Japan
Notice of the 65th Ordinary General Meeting of ShareholdersDear shareholders:
We would like to express our appreciation for your continued support and patronage.
This is to notify you of the 65th Ordinary General Meeting of Shareholders of UNION TOOL CO. (the "Company"), which will be held as described below.
We have taken measures to provide reference document, etc., (except for voting rights exercise form) for this General Meeting of Shareholders in electronic format, and the matters subject to electronic provision measures are posted on our web site shown below.
https://www.uniontool.co.jp/en/ir/library/general_meeting.html The matters are also posted on the web site shown below.
The web site of the Tokyo Stock Exchange: https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
Please access the web site above, search by entering the Company's name or securities code(6278) and select "Basic information" then "Documents for public inspection/PR information" to view the matters.
If you decide to refrain from attending the meeting, you can exercise your voting rights in writing or via the internet.
Please review the attached Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 5:45 p.m. JST on Wednesday, March 25, 2026.- Date and Time: Thursday, March 26, 2026 at 10:00 a.m. JST
- Place: The conference room on the 3rd floor of the headquarters of the Company 6-17-1 Minami-ohi, Shinagawa-ku, Tokyo, Japan
- Agenda:
2. Non-consolidated Financial Statements for the 65th Fiscal Year (January 1, 2025 to December 31, 2025)
Proposals: Proposal 1: Appropriation of Surplus Proposal 2: Election of Seven Directors Proposal 3: Election of One Substitute Audit & Supervisory Board MemberAny updates to the matters subject to electronic provision measures will be posted on our web site and the web site of the Tokyo Stock Exchange.
Notice of Resolutions, which used to be sent out after the General Meeting of Shareholders, will be posted on the Company's website. We appreciate your understanding.
For this General Meeting of Shareholders, paper-based documents stating items subject to electronic provision measures are sent to all shareholders, regardless of whether they have requested delivery of such documents. However, in accordance with applicable laws and regulations and the Company's Articles of Incorporation, the following items subject to electronic provision measures are not included in those paper-based documents:
・"Matters Concerning Share Acquisition Rights" in the Business Report
・"Notes to Consolidated Financial Statements" in the Consolidated Financial Statements
・"Notes to Non-consolidated Financial Statements" in the Non-consolidated Financial Statements
Accordingly, the Business Report, the Consolidated Financial Statements and the Non-consolidated
Financial Statements included in the paper-based documents constitute only part of the documents audited by the Financial Auditor in preparing the accounting audit report and by the Audit & Supervisory Board in preparing the audit report.
Since the matters subject to electronic provision measures posted on each website are the full text of the materials for the General Meeting of Shareholders, the page numbers and section numbers do not match this notice of convocation.
Significant changes in the operation of the General Meeting of Shareholders made in accordance with future circumstances will be notified on the Company's website.
Our Website Information for Investors and General Meeting of Shareholders (in Japanese) https://www.uniontool.co.jp/ir/stock/general_meeting.html
Guidance for the Exercise of Voting Rights Exercise of voting rights by mailPlease return the enclosed voting rights exercise form with your approval or disapproval for each proposal so that it can reach us by the deadline below.
Deadline:
5:45 p.m. JST on Wednesday, March 25, 2026*Shareholders who have submitted a voting rights exercise form that does not indicate whether they approve or disapprove proposals will be deemed to have approved those proposals.
Exercise of voting rights via the Internet, etc.Please follow the instruction and enter your vote for or against each proposal by the deadline below.
Deadline:
5:45 p.m. JST on Wednesday, March 25, 2026 Scanning the QR codeScan the QR code on the voting rights exercise form.
* "QR code" is a registered trademark of DENSO WAVE INCORPORATED.
Please follow the instruction on the screen and enter your vote for or against each proposal.
Voting rights exercise website: https://evote.tr.mufg.jp/
Access the voting rights exercise website.
Enter the login ID and temporary password written on the voting rights exercise form and click "Log in."
Please follow the instruction on the screen and enter your vote for or against each proposal.
Help desk to inquire about how to exercise your voting rights via the Internet, etc. with PCs, or smartphones
Help desk at Stock Transfer Agency Department, Mitsubishi UFJ Trust and Banking Corporation
0120-173-027 (toll-free in Japan; open 9:00 a.m. to 9:00 p.m. JST)
Institutional investors may use the electronic voting rights exercise platform operated by ICJ, Inc.
Handling of voting rights exercised more than oncePlease note that if your voting rights are exercised in duplicate by mail and via the Internet, the vote made via the Internet will be treated as the valid vote.
If you exercise your voting rights more than once via the Internet, the last vote will be treated as valid.
Reference Documents for the General Meeting of Shareholders Proposals and References Proposal 1: Appropriation of SurplusThe Company proposes appropriating the surplus as follows:
Year-end dividend:
Based on the Company's basic policy for distribution of surplus, the year-end dividends for the 65th fiscal year will be paid as specified below.
Type of dividend property Cash
Allocation of dividend property and its total amount
¥70 per share of our common stock (+¥10 compared to the previous period)
¥1,218,948,850 in total
Effective date of the distribution of surplus March 27, 2026
The terms of office of all seven Directors will expire at the closing of the General Meeting of Shareholders. Accordingly, the Company proposes electing seven Directors(four inside Directors and three outside Directors). The candidates for Director are as follows.
There are no special interests between each candidate and the Company.
No. | Name | Position | ||||
1 | Reappointment | Male | Takao Katayama | CEO | ||
2 | Reappointment | Male | Yuji Watanabe | President & COO | ||
3 | Reappointment | Male | Yuichi Nakajima | Senior Managing Director | ||
4 | Reappointment | Male | Hiroyuki Maki | Director | ||
5 | Outside | Male | Hiroki Yamamoto | Director | ||
Reappointment Independent | ||||||
6 | Outside | Male | Shozo Wakabayashi | Director | ||
Reappointment Independent | ||||||
7 | Outside | Male | Takashi Sanse | Director | ||
Reappointment Independent | ||||||
The Company has entered into contracts for director/officer liability insurance that cover all its Directors to indemnify them against liabilities and claims that may arise in the course of performing their duties. If the candidates take office as Director, they will be covered by the insurance policies, which will be renewed during their term of office.
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