Securities Code: 9474
Date of Mailing:Jun 2, 2025 Commencement Date of Electronic Provision Measures:May 20, 2025
Dear Shareholders,
This is to notify you of the 65th Ordinary General Meeting of Shareholders of Zenrin Co., Ltd. to be held as described below.
In convening this General Meeting of Shareholders, we have taken measures to electronically provide information (“Matters for Electronic Provision”) that constitute the Reference Documents for the Ordinary General Meeting of Shareholders, etc. and have posted such information as the “NOTICE OF THE 65
Therefore, shareholders are asked to review the materials by accessing either of the websites.
Yours very truly, Michio Takegawa President & C.E.O. Zenrin Co., Ltd.
1-1-1, Muromachi, Kokurakita-ku, Kitakyushu-shi
Zenrin website
https://www.zenrin.co.jp/company/ir/stock/meeting/
Tokyo Stock Exchange website Listed Company Search
https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
Please confirm the information by entering and searching the issue name (the Company name) or securities code (9474) and selecting
“Basic information” and “Documents for public inspection / PR information.
Instead of attending the meeting, you can exercise your voting rights either over the Internet or in writing. Please read the Reference Documents for the Ordinary General Meeting of Shareholders attached hereto, and exercise your voting rights no later than 5:30 p.m., Thursday, June 19, 2025.
Notice
- Date: 10:00 a.m., Friday, June 20, 2025 (reception will open at 9:30 a.m.)
- Place: Royal Hall, 4th floor, Rihga Royal Hotel Kokura,
2-14-2, Asano, Kokurakita-ku, Kitakyushu-shi, Fukuoka-ken, Japan
- Agenda
Matters to report: i) The Business Report, consolidated financial statements and the Audit Reports of the Independent Auditors
and the Audit and Supervisory Committee for consolidated financial statements for the 65th fiscal year
(from April 1,2024 to March 31, 2025)
ii) The non-consolidated financial statements and the contents thereof for the 65th fiscal year
(from April 1,2024 to March 31, 2025)
Matters to be resolved:
Proposal 1: Appropriation of retained earnings
Proposal 2: Election of nine (9) directors (excluding directors serving as Audit and Supervisory Committee members)
- Matters decided in convening the meeting
Please refer to the information on the exercise of your voting rights, etc. on page 4.
Matters regarding the Reference Documents for the Ordinary General Meeting of Shareholders and documents attached thereto
Matters that have been omitted from the delivered documents
In accordance with laws and regulations and the provisions of Article 15 of the Articles of Incorporation of the Company, the following matters have been omitted from the paper-based documents delivered to shareholders who have requested the delivery of such documents. Therefore, the documents provided to shareholders who have requested the delivery of paper-based documents constitute a portion of the documents audited by the Audit and Supervisory Committee and the Independent Auditors in the preparation of their respective Audit Reports.
“Matters Concerning the Accounting Auditor,” “Systems to Ensure Appropriate Operations and Their Implementation Status,” and “Basic Policy Regarding Control of the Company” in the Business Report
“Consolidated Statements of Changes in Equity” and “Notes to Consolidated Financial Statements” of the Consolidated
Financial Statements
“Non-consolidated Balance Sheets,” “Non-consolidated Statements of Income,” “Non-consolidated Statements of Changes in Equity,” and “Notes to Non-consolidated Financial Statements” of the Non-consolidated Financial Statements
“Independent Auditor’s Accounting Audit Report on Non-consolidated Financial Statements” of Audit Reports
If any revisions to the Matters for Electronic Provisions arise, a notice to that effect and both the matters before the revision and after the revision will be posted on each of the websites indicated on page 2.
In its medium- to long-term management plan “ZENRIN GROWTH PLAN 2025,” whose final year is the fiscal year ended March 2025, the Company set a basic policy on shareholder return of implementing stable, uninterrupted payments of dividends, with a consolidated dividend on equity ratio (DOE)(*) of 3% or higher, derived from income growth based on the medium- to long-term management plan on a consolidated basis.
In accordance with this policy, the Company proposes to pay a year-end dividend for the 65th fiscal year of ¥20. With this, the annual dividend per share including the interim dividend would be ¥35 per share, an increase by ¥6.5 per share from the previous fiscal year.
*Dividend on equity on a consolidated basis (DOE) = Total amount of dividends / Shareholders’ equity
Shareholders’ equity is the amount arrived at when the amount of treasury shares is subtracted from the sum of common stock, capital surplus and retained earnings.
Type of distributed assets Dividends will be paid in cash.
Allocation and total amount of the dividends
We propose that the amount of dividend per common share to be ¥20. The total amount of dividends in this case would be ¥1,073,554,040.
Date when the appropriation of retained earnings becomes effective We propose to make this date June 23, 2025.
The term of office of all ten (10) directors (excluding directors who are Audit and Supervisory Committee members) will expire at the close of this General Meeting of Shareholders. Accordingly, we hereby propose the election of nine (9) directors (excluding directors who are Audit and Supervisory Committee members). The candidates for directors are nominated in accordance with the following policy and procedure: To secure the optimal balance in the knowledge, experience, and skills and diversity of the Board of Directors as a whole that are necessary for corporate value enhancement and sustainable growth of the Company, candidates are selected from among those who are to be promoted internally, senior corporate executives, experts, etc., who have a thorough knowledge of businesses or urgent issues of the Company in consideration of their experience, insight, and expertise and approved by the Board of Directors, upon deliberation and recommendations by the Nomination and Remuneration Committee.
The Audit and Supervisory Committee, after deliberating on the nomination of the candidates for directors, has determined them to be appropriate.
The candidates for directors (excluding directors serving as Audit and Supervisory Committee members) are as follows.
Candidate Number | Name | Current Position and Responsibility at the Company | Attendance at Meetings of Board of Directors | Number of years of service as director |
1 | Zenshi Takayama Reappointment | Chairman of the Board | 100% (15 out of 15 meetings) | 19 years |
2 | Michio Takegawa Reappointment | President and CEO, Head of Corporate Strategy Office | 100% (12 out of 12 meetings) | 1 years |
3 | Masami Matsuo Reappointment | Executive Director | 100% (15 out of 15 meetings) | 7 years |
4 | Yumiko Toshima Reappointment | Director, Senior Executive Officer & Head of Corporate Management | 100% (12 out of 12 meetings) | 1 years |
5 | Masayoshi Morooka Reappointment | Director, Senior Executive Officer & Head of Infrastructure Solutions | 100% (12 out of 12 meetings) | 1 years |
6 | Masuo Osako Reappointment | Director | 100% (15 out of 15meetings) | 45 years |
7 | Tatsuhiko Shimizu Reappointment | Director | 100% (15 out of 15 meetings) | 19 years |
8 | Reappointment Miki Ryu Outside director Independent officer | Director | 100% (15 out of 15 meetings) | 4 years |
9 | Reappointment Asako Okabe Outside director Independent officer | Director | 100% (12 out of 12 meetings) | 1 years |
Notes: The number of Board of Directors meetings indicated in the “Attendance at Meetings of Board of Directors” column differs depending on the timing of the assumption of office by each candidate.
Zenshi Takayama
Born on Apr. 24, 1962
(63 years old)
Number of the Company’s shares held
Number of years of service as director
Attendance at Meetings of Board of Directors
15,150 shares
19 years
100%
(15 out of 15 meetings)
Reappointment
１
Brief personal history
(Position and responsibility in the Company and significant concurrent positions)
Apr. 1986:
Apr. 2004:
Apr. 2005:
Apr. 2006:
Jun. 2006:
Apr. 2008:
Apr. 2012:
Apr. 2013:
Apr. 2014:
Apr. 2016:
Apr. 2018:
Apr. 2022:
Apr. 2024:
Apr. 2025:
Joined the Company
Senior General Manager Sales Division of the Company Head of Corporate Strategy Office of the Company Head of Sales Division of the Company
Director & head of Sales Division of the Company
President and CEO, Representative Director & General Manager of Management Strategy Office of the Company
President and CEO, Representative Director of the Company
President and CEO, Representative Director & Head of Zenrin Information Platform Business Development Office of the Company
President and CEO, Representative Director of the Company
President and CEO, Representative Director & Head of Corporate Planning Office of the Company President and CEO, Representative Director of the Company
President and CEO, Representative Director, In charge of Corporate Strategy Office, Business Planning Office, and Executive Office of the Company
President and CEO, Representative Director, In charge of Corporate Strategy Office, Business Planning Office, and Executive Office, business divisions of the Company of the Company Chairman of the Board of the Company (incumbent position)
Since the assumption of office as President and CEO, Representative Director in 2008, he has led the Company and the Group, worked on the formulation of corporate philosophy and medium- to long-term management plans to build a strong business foundation, and has been demonstrating strong leadership in fulfilling them.
In view of his extensive experience as a corporate executive mentioned above, we nominated him as a candidate for Director again as we determined that he would be indispensable for future corporate value enhancement and sustainable growth of the Group.