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.
(Stock Exchange Code 8125)
May 7, 2025
(Date of commencement of measures for electronic provision: April 30, 2025)
To Shareholders with Voting Rights:Teiji Wakita
President and Representative Director Wakita & Co., LTD.
1-3-20 Edobori, Nishi-ku, Osaka, Japan
NOTICE OF CONVOCATION OF THE 65TH ORDINARY GENERAL MEETING OF SHAREHOLDERSPlease be informed that the 65th Ordinary General Meeting of Shareholders of Wakita & Co., LTD. (the "Company") will be held as set forth below.
We have adopted measures for the electronic provision of information for this General Meeting of Shareholders. The information to be provided electronically is available on the following website.
The Company's website: https://www.wakita.co.jp/english/ The information is also available from the following website.
Tokyo Stock Exchange website (Tokyo Stock Exchange Listed Company Search) https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the website shown above and enter "Wakita" in the "Issue name (company name)" box or "8125" in the "Code" box to search. Click on "Basic Information" then "Documents for public inspection/PR information" to view the information in "Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting" under "Filed information available for public inspection."
If you decide not to attend the meeting in person on the day, you may exercise your voting rights via the Internet, etc., or in writing. In this case, please review the "Reference Documents for the General Meeting of Shareholders" provided through the measures for the electronic provision of information, and exercise your voting rights by the end of business (5:30 p.m.) on Wednesday, May 21, 2025, Japan time.
- Date and Time: Thursday, May 22, 2025 at 10:00 a.m. Japan time (Doors will open at 9:00 a.m.)
- Place: Ninth floor conference room of the Head Office of the Company, located at 1-3-20 Edobori, Nishi-ku, Osaka, Japan.
- Meeting Agenda:
2. Non-consolidated Financial Statements for the Company's 65th Fiscal Year (March 1, 2024 - February 28, 2025)
Proposals to be resolved: < Proposals by the Company: Proposals No. 1 through No. 3 > Proposal No. 1: Appropriation of Surplus Proposal No. 2: Election of Four (4) Directors (Excluding Directors who are Audit and Supervisory Committee Members) Proposal No. 3: Election of Three (3) Directors who are Audit and Supervisory Committee Members< Shareholder Proposals: Proposals No. 4 and No. 5 > Proposal No. 4: Appropriation of Surplus Proposal No. 5: Amendment to the Articles of Incorporation concerning the Establishment of a Review Committee for Shareholder Value Improvement and PrivatizationPlease bring with you the enclosed Voting Rights Exercise Form and submit it at the reception desk.
Pursuant to provisions of laws and regulations as well as Article 15 of the Company's Articles of Incorporation, the following information provided electronically is not presented in the paper copy sent to shareholders.
Business Report: "Major Offices and Plants," "Accounting Auditor," "Structure to Ensure Appropriateness of Business Operations, and the Management Status of the Structure"
Consolidated Financial Statements: "Consolidated Statements of Changes in Net Assets" and "Notes"
Non-consolidated Financial Statements: "Non-consolidated Statements of Changes in Net Assets" and "Notes"
Accordingly, the paper copy presents a portion of the Consolidated Financial Statements and Non-consolidated Financial Statements audited by the Audit and Supervisory Committee Members and the Accounting Auditor when they prepared the Audit and Supervisory Committee's Audit Report and Accounting Auditor's Audit Report, respectively.
Any revisions to the information provided electronically will be posted on each of the websites on which the information is presented.
The Company considers that returning profits to shareholders is an important task for management. Its basic policy is to pay out stable dividends while considering the necessities to ensure its stable financial status and to meet financing needs for business development.
In consideration of this policy, the Company proposes an ordinary dividend of 100 yen per share for the year-end dividend for the fiscal year ended February 28, 2025, an increase of 38 yen per share compared to the previous fiscal year.
Matters concerning the year-end dividend
Type of dividend property Cash
Allotment of dividend property to the shareholders and total amount of dividends 100 yen per common share of the Company
Total amount of dividends: 4,945,202,400 yen
Effective date of appropriation of surplus May 23, 2025
Proposal No. 2: Election of Four (4) Directors (Excluding Directors who are Audit and Supervisory Committee Members)The terms of all Directors (excluding Directors who are Audit and Supervisory Committee Members) (four
Directors) will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the Company proposes the election of four (4) Directors (excluding Directors who are Audit and Supervisory Committee Members).
This Proposal has received an opinion from the Audit and Supervisory Committee that all the candidates are qualified.
The candidates for Director (excluding Directors who are Audit and Supervisory Committee Members) are as follows.
No.
Name (Age)
Candidate Attributes
Current positions at the Company
Length of service as Director
Attendance at Board of Directors meetings
1
Teiji Wakita (68)
Reelection
President and Representative Director
33 years
100%
(16 out of 16 meetings)
2
Kazuhiro Shimizu (68)
Reelection
Senior Managing Director
9 years
94%
(15 out of 16 meetings)
3
Keiji Ishikawa (66)
Reelection
Director
6 years
100%
(16 out of 16 meetings)
4
Atsuhiko Nariyama (56)
Reelection
Director
1 year
100%
(13 out of 13 meetings)
(Notes)
There are no special interests between the Company and each of the above director candidates.
The Company has taken out directors and officers liability insurance, as stipulated in Article 430-3, Paragraph 1 of the Companies Act. The directors who are included as the insured shall receive compensation for their liability borne from performance of their duties or for their liability arising from claims in pursuit of that liability. If the candidates assume the office of Director, they will be included among the insured under the said insurance policy. The Company plans to renew the said insurance policy during the term of office of each candidate.
Attendance at Board of Directors meetings of Mr. Atsuhiko Nariyama shows figures covering the meetings held after he was elected as Director at the 64th Ordinary General Meeting of Shareholders held on May 23, 2024.
No. | Name (Date of birth) | Past experience, positions, responsibilities and significant concurrent positions | Number of shares of the Company held |
1 | Teiji Wakita (February 10, 1957) (68 years old) Reelection | April 1992 Joined the Company May 1992 Director, Chief of President's Office May 1998 Managing Director, in charge of President's Office August 2000 Managing Director, Deputy General Manager of Sales Division May 2002 Senior Managing Director, Deputy General Manager of Sales Division May 2004 President and Representative Director (to present) May 2016 President and Representative Director, General Manager of Sales Division | 572,600 |
[Length of service as Director] 33 years [Attendance at Board of Directors meetings] 100% (16 out of 16 meetings) [Reason for election] Mr. Teiji Wakita has achievements of having led the entire Group as President and Representative Director. The Company believes that his wealth of experience and high degree of insight regarding overall management are indispensable for the management of the Group, and therefore nominated him again as a candidate for Director. | |||
2 | Kazuhiro Shimizu (June 30, 1956) (68 years old) Reelection | April 1979 Joined the Company March 2007 President and Representative Director, CHIBA LEASE KOGYO CORPORATION May 2011 Executive Officer, Branch Manager, Tokyo Chuo Branch, the Company May 2016 Director, Deputy Chief Officer of Construction Equipment Leasing Division May 2018 Managing Director, Deputy Chief Officer of Construction Equipment Business Division, the Company May 2019 Managing Director, Deputy General Manager of Sales Division and Chief Officer of Construction Equipment Business Division May 2021 Senior Managing Director, Deputy General Manager of Sales Division, Chief Officer of Construction Equipment Business Division, in charge of International Trading Department, the Company February 2023 Director, Daiki Sangyo Co., Ltd. May 2024 Senior Managing Director, Chief Officer of Construction Equipment Business Division, in charge of International Trading Department, the Company (to present) [Significant concurrent positions] Director, Daiki Sangyo Co., Ltd. | 26,800 |
[Length of service as Director] 9 years [Attendance at Board of Directors meetings] 94% (15 out of 16 meetings) [Reason for election] Mr. Kazuhiro Shimizu has served in the Construction Equipment Business Division for many years, and has a wealth of experience, achievements and a high degree of insight in his field of specialty. The Company believes that he is qualified to make decisions on important matters related to the Group's corporate management and execute business, and therefore nominated him again as a candidate for Director. | |||