Securities Code: 9474
Date of Mailing:Jun 2, 2026 Commencement Date of Electronic Provision Measures:May 19, 2026
Dear Shareholders,
This is to notify you of the 66th 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 66th ORDINARY GENERAL MEETING OF SHAREHOLDERS OF ZENRIN CO., LTD." on each of the websites on the Internet shown below.
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 18, 2026.
Notice
- Date: 10:00 a.m., Friday, June 19, 2026 (reception will open at 9:30 a.m.)
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Place: Royal Hall, 4th floor, Rihga Royal Hotel Kokura,
2-14-2, Asano, Kokurakita-ku, Kitakyushu-shi, Fukuoka-ken, Japan
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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 66th fiscal year
(from April 1,2025 to March 31, 2026)
ii) The non-consolidated financial statements and the contents thereof for the 66th fiscal year
(from April 1,2025 to March 31, 2026)
Matters to be resolved:
Proposal 1: Appropriation of retained earnings
Proposal 2: Partial Amendments to the Articles of Incorporation
Proposal 3: Election of seven (7) directors (excluding directors serving as Audit and Supervisory Committee members)
Proposal 4: Election of five (5) directors serving as Audit and Supervisory Committee members Proposal 5: Revision of the remuneration framework relating to the share-based payment system
for directors
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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.
"Main business activities of the corporate group," "Main offices, etc. of the corporate group," "Status of employees of the corporate group," "Status of main lenders of the corporate group," "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.
To Shareholders Requiring Special Assistance
Our staff at the General Meeting of Shareholders venue are available to provide, wheelchair assistance and escort you to your seat. Please feel free to ask any staff member.
Based on profit growth in the medium- to long-term management plan, the Company aims to achieve stable and continuous dividend payments with a consolidated dividend on equity ratio (DOE)(*) of 5% or higher, as well as implement flexible share buybacks. The Company has set a target of a total return ratio of 100% over the five-year period of the "ZENRIN GROWTH PLAN 2030."
In accordance with this policy, the Company proposes to pay a year-end dividend for the 66th fiscal year of ¥21 per share, an increase of ¥1 from the previous fiscal year. With this, the annual dividend per share including the interim dividend would be ¥42 per share, an increase by ¥7 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 ¥21. The total amount of dividends in this case would be ¥1,127,222,607.
Date when the appropriation of retained earnings becomes effective We propose to make this date June 22, 2026.
Reasons for the Proposal
The Company intends to add new purposes to Article 2 of the current Articles of Incorporation in order to respond to the expansion of its business into the civil engineering and construction fields utilizing geospatial information.
Description of the amendments
Description of the amendments is as follows:
Please note that the provisions of the current Articles of Incorporation that are not subject to amendment are omitted.
(Amended parts are underlined.)
Current Articles of Incorporation | Proposed amendments |
Chapter 1: General Provisions (Purpose) Article 2: The purpose of the Company shall be to engage in the following businesses: 1. to 7. (Omitted) (Newly Established) 8. to 16. (Omitted) | Chapter 1: General Provisions (Purpose) Article 2: The purpose of the Company shall be to engage in the following businesses: 1. to 7. (Unchanged) 8. Survey, planning, design, and system development utilizing geospatial information in the fields of civil engineering and construction 9. to 17. (Unchanged) |
The term of office of all nine (9) 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 seven (7) 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% (16 out of 16 meetings) | 20 years |
2 | Michio Takegawa Reappointment | President and CEO, Head of Corporate Strategy Office | 100% (16 out of 16 meetings) | 2 years |
3 | Yumiko Toshima Reappointment | Director, Senior Executive Officer & Head of Corporate Management | 100% (16 out of 16 meetings) | 2 years |
4 | Masayoshi Morooka Reappointment | Director, Senior Executive Officer & Head of Infrastructure Solutions | 100% (16 out of 16 meetings) | 2 years |
5 | Takao Furuya New Appointment | Senior Executive Officer & Head of Service Technical Development | - | - |
6 | Masuo Osako Reappointment | Director | 100% (16 out of 16meetings) | 46 years |
7 | Tatsuhiko Shimizu Reappointment | Director | 93% (15 out of 16 meetings) | 20 years |
(Note) The attendance shown above is based on the meetings of the Board of Directors held during the 66th fiscal year.
