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: 7271
June 5, 2025 Start date of measures for electronic provision: June 4, 2025
President & CEO Akitoshi Yasunaga
YASUNAGA CORPORATION3860 Midorigaoka Naka-machi, Iga-shi, Mie
Notice of the 79th Annual General Meeting of ShareholdersThe Company's 79th Annual General Meeting of Shareholders will be convened according to the following.
In convening this General Meeting of Shareholders, the Company has taken the system for providing informational materials for the general meeting of shareholders in electronic format, and has posted the information on the following websites. Please access either of the websites to view the information.
The Company's website:
https://www.fine-yasunaga.co.jp/ir/library.html (in Japanese)
TSE Listed Company Search (jpx.co.jp): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
On the TSE website, enter the Company name "YASUNAGA" or securities code "7271," and click "Search," and then click "Basic Information" and select "Documents for public inspection/PR information" to view the information.
Website for posted informational materials for the general meeting of shareholders: https://d.sokai.jp/7271/teiji/ (in Japanese)
If you are unable to attend the meeting in person, you may exercise your voting rights via the Internet or in writing (by postal mail). Please consider the Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 5:00 pm on Wednesday, June 25, 2025.
- Date and Time: Thursday, June 26, 2025 10:00 am (Reception to begin at 9:00 am) (JST)
- Venue: Yasunaga Corporation Headquarters, Koseikan Building, 2nd Floor Meeting Room 3860 Midorigaoka Naka-machi, Iga-shi, Mie
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Purpose of the Meeting Matters to be reported:
The 79th term (April 1, 2024 to March 31, 2025) business report, contents of Consolidated Financial Statements together with audit results of Consolidated Financial Statements by the financial auditor and Audit & Supervisory Committee
Contents of the Non-consolidated Financial Statements for the 79th term (April 1, 2024 to March 31, 2025)
Matters to be resolved: Proposal No. 1 Appropriation of Surplus Proposal No. 2 Election of Three Directors (Excluding Audit & Supervisory Committee Members) Proposal No. 3 Election of Three Directors Who Are Audit & Supervisory Committee Members Proposal No. 4 Payment of Retirement Benefits for Retiring Director
- Matters Determined Concerning the Convocation (Information on Exercise of Voting Rights)
If you do not indicate your approval or disapproval for each proposal on the Voting Form when exercising your voting rights in writing (by postal mail), it shall be deemed that you indicated your approval.
If you exercise your voting rights more than once via the Internet, only the last vote shall be deemed effective.
If you exercise your voting rights in duplicate both via the Internet and in writing (by postal mail), the vote via the Internet shall be deemed effective, regardless of the date and time that the votes are received.
Shareholders attending the meeting
When attending on the day of the event, submit the Voting Form at the reception desk of the venue. In addition, please bring this "Notice" to save resources.
We will not distribute souvenirs or hold plant tours at this Annual General Meeting of Shareholders. Your understanding would be highly appreciated.
Items related to the General Meeting of Shareholders
If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of the items before and after the revisions will be posted on the Company's website, the TSE website, and the website for posted informational materials for the general meeting of shareholders.
For this General Meeting of Shareholders, we have sent paper-based documents stating the items subject to measures for electronic provision to all shareholders, regardless of whether or not they have made a request for delivery of such documents.
Among the items subject to measures for electronic provision, the "notes to consolidated financial statements" and "notes to non-consolidated financial statements" are not included in the provided paper-based documents in accordance with the provisions of laws and regulations and the Company's Articles of Incorporation.
Therefore, the consolidated financial statements and non-consolidated financial statements stated in those documents are part of the documents included in the scope of audits by the financial auditor when preparing the accounting audit report and the Audit & Supervisory Committee when preparing the audit report.
Reference Documents for the General Meeting of Shareholders Proposals and Reference Information Proposal No. 1 Appropriation of SurplusThe Company proposes that the appropriation of surplus for the current fiscal year be handled according to the following:
Items related to year-end dividends
Our basic policy is to continue providing stable dividends while endeavoring to strengthen our long-term management base. Therefore, regarding the appropriation of surplus, we will consider internal reserves for capital investment necessary for growth, and return of profits based on comprehensive decisions.
Based on the above policy, the Company proposes that year-end dividends be paid for the current fiscal year according to the following:
Type of dividend property Cash
Allotment of dividend property to shareholders and its aggregate amount
¥8 per common share of the Company Total payment: ¥82,426,640
Note: Including the interim dividend, the annual dividend will be ¥13 per share.
Effective date of dividends of surplus June 27, 2025
The terms of office for all four Directors (excluding Audit & Supervisory Committee Members) will expire at the end of this general meeting. Therefore, the Company proposes the election of three Directors (excluding Audit & Supervisory Committee Members).
Regarding this proposal, the Audit & Supervisory Committee has determined that all candidates for Director are suitable.
Candidates for Director (excluding Audit & Supervisory Committee Members) are as follows:
Candidate No. | Name (Date of birth) | Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company | Number of the Company's shares owned |
1 | Akitoshi Yasunaga (February 13, 1973) | Oct. 1998 Joined the Company July 2001 Dispatched by the Company to Yasunaga Corp. America (General Manager) June 2005 Graduated from Northwestern Kellogg School of Management (Master of Business Administration) Sept. 2005 General Manager belonging to the Administrative Division of the Company July 2006 General Manager of Administrative Division President of Yasunaga Corp. America June 2007 Director, General Manager of Automotive Engine Parts Production Management Department, Business Headquarters of the Company Apr. 2008 Director, General Manager of Production Management Department, Automotive Engine Parts Division, Business Headquarters Feb. 2009 Director, Deputy General Manager of Automotive Engine Parts Division, Business Headquarters Apr. 2009 Director, Deputy General Manager of Automotive Engine Parts Division Jan. 2011 Director (Assistant to President) Apr. 2011 President & CEO (current position) | 359,680 shares |
Reasons for nomination as candidate for Director Akitoshi Yasunaga has been the President & CEO of the Company since 2011, and has experience and knowledge as management personnel related to global business management and administration/operation. It has been determined that he will be able to strengthen the management and corporate governance of the Group, and therefore has been nominated as a candidate for Director. | |||
Candidate No. | Name (Date of birth) | Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company | Number of the Company's shares owned |
2 | Taizo Horie (August 30, 1967) | Apr. 1992 Joined the Company Mar. 2017 President of P.T. YASUNAGA INDONESIA Sept. 2020 Deputy General Manager of Automotive Engine Parts Division and General Manager of Management Division of the Company Apr. 2021 General Manager of Automotive Engine Parts Division and General Manager of Management Division June 2021 Director, General Manager of Automotive Engine Parts Division and General Manager of Management Division Apr. 2023 Director, General Manager of Automotive Engine Parts Division and General Manager of Management Division In charge of Overseas (North America, Indonesia, Thailand) Feb. 2024 Director, General Manager of Business Unit Division and General Manager of Management Division and Engine Parts Division and General Manager of Production Management Department In charge of Overseas (North America, Indonesia, Thailand) Apr. 2024 Director, General Manager of Business Unit Division and General Manager of Management Division and Engine Parts Division In charge of Overseas (North America, Indonesia, Thailand) Apr. 2025 Director, General Manager of Business Unit Division and General Manager of Management Division In charge of Overseas (North America, Indonesia, Thailand, China) (current position) | 3,317 shares |
Reasons for nomination as candidate for Director Taizo Horie has experience and achievements as a person in charge of the Engine Parts Division, and has abundant knowledge including company management experience at overseas subsidiaries. It has been determined that he will be able to improve the product quality of the Group and strengthen global management. Therefore, he has been nominated as a candidate for Director. | |||