TOBISHIMA CORPORATION
Notice of the 81st Annual
General Meeting of
Shareholders
Thursday, June 27, 2024 | |
Date | 10:00 a.m. (Reception starts at 9:00 |
a.m.) | |
Place | KSP Hall, West Wing 3rd Floor, |
Kanagawa Science Park (KSP) | |
3-2-1 Sakado, Takatsuku, | |
Kawasaki City, Kanagawa Prefecture, | |
Japan |
Proposals Proposal No. 1 Appropriation of Surplus Proposal No. 2 Election of Seven Directors
Proposal No. 3 Election of Three Audit & Supervisory
Board Members
Proposal No. 4 Election of One Substitute Audit &
Supervisory Board Member Proposal No. 5 Approval of the Share Transfer Plan
Notices of annual general meetings of shareholders can be viewed on PCs, smart phones, and tablets.
https://s.srdb.jp/1805/
Convocation via the Internet
Securities code: 1805
To our shareholders
We would like to thank our shareholders for their continued support.
We hereby give our shareholders the notice of the 81st Annual General
Meeting of Shareholders.
With our brand narrative "Bringing Innovation to Construction. A platform company shaping the future of construction," we will continue to evolve into a "New Business Contractor," a business partner that goes beyond the boundaries of the construction industry to create new businesses of its own, while supporting the creation of businesses for a wide variety of people and promising to make it happen.
We appreciate your ongoing support for the TOBISHIMA Group.
June 2024
Masahiro Norikyo
President and
Representative director
Management Vision
- To Become a Company that Supports Future Industrial Promotion and Development -
Promoting corporate transformation from Tobishima Corporation to
"TOBISHIMA" to evolve into "New Business Contractor"
We will build a new platform, "New Business Contractor" to create "Society 5.0" together with
various people by broadening the framework of the construction industry, analyzing various potential needs and unresolved issues in our society, and having the capacity to solve such issues based our smart solution services.
Table of contents
Notice of Annual
General Meeting of
Shareholders
Reference Documents for Annual General Meeting of Shareholders
Business Report
Consolidated Financial Statements
Financial Statements
Auditor's Report
Corporate Outline
Notice of the 81st Annual General Meeting of Shareholders | 1 |
Instructions on Exercising Your Voting Rights | 4 |
Proposal No. 1 Appropriation of Surplus | 7 |
Proposal No. 2 Election of Seven Directors | 8 |
Proposal No. 3 Election of Three Audit & Supervisory Board Members | 18 |
Proposal No. 4 Election of One Substitute Audit & Supervisory Board Member | 22 |
Proposal No. 5 Approval of the Share Transfer Plan | 24 |
I. Matters Concerning Current Status of the Group | 56 |
II. Matters Concerning Shares | 66 |
III. Matters Concerning Officers | 68 |
IV. Status of Accounting Auditor | 78 |
Consolidated Balance Sheets | 80 |
Consolidated Statements of Income | 80 |
Non-consolidated Balance Sheets | 81 |
Non-consolidated Statements of Income | 81 |
Accounting Auditor's Audit Report on Consolidated Financial Statements | 82 |
Accounting Auditor's Audit Report | 83 |
Audit & Supervisory Board's Audit Report | 84 |
85 |
To our shareholders:
Masahiro Norikyo
President and Representative Director
TOBISHIMA CORPORATION
1-8-15 Konan, Minato-ku, Tokyo
Notice of the 81st Annual General Meeting of Shareholders
We are pleased to announce the convocation of the 81st Annual General Meeting of Shareholders of TOBISHIMA CORPORATION (the "Company"), which will be held as indicated on the following page.
In convening this Annual General Meeting of Shareholders, the Company has taken measures to provide electronically the information contained in the Reference Documents for the Annual General Meeting of Shareholders (matters subject to measures for electronic provision), and has posted such information on the Company's website. Please access the following website to review the information:
Company website:https://www.tobishima.co.jp/english/shareholders.html
In addition to the above website, the information has been also posted on the website of the Tokyo Stock Exchange (TSE). Please access the TSE website below, enter or search for the issue name (TOBISHIMA CORPORATION) or securities code (1805), and select "Basic information" and "Documents for Public Inspection/PR Information" for confirmation.
TSE website:https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
In addition to the above, the information is also posted on the following website:
Convocation Notice via Internet: https://s.srdb.jp/1805/(Japanese only)
If you are unable to attend the General Meeting of Shareholders in person, in lieu of your attendance, please review the Reference Documents for the Annual General Meeting of Shareholders posted in the matters subject to measures for electronic provision and exercise your voting rights by returning the enclosed voting right exercise form to us or via the Internet in advance.
1
Voting by Mail (in Writing)
Please indicate your approval or disapproval of the proposals in the enclosed voting right exercise form and then return the form to the Company in order that it arrives no later than Wednesday, June 26, 2024, at 5:30 p.m. (JST).
Voting via the Internet
Please confirm "Voting via the Internet" on page [5], and enter your approval or disapproval of the proposals no later than Wednesday, June 26, 2024, at 5:30 p.m. (JST).
1. Date and Time: Thursday, June 27, 2024, at 10:00 a.m. (JST) (Reception starts at 9:00 a.m. (JST))
2. Venue: | KSP Hall, West Wing 3rd Floor, Kanagawa Science Park (KSP) |
3-2-1 Sakado, Takatsuku, Kawasaki City, Kanagawa |
3. Purpose of the Meeting: Matters to be reported:
- The Business Report and the Consolidated Financial Statements for the 81st fiscal year (April 1, 2023 to March 31, 2024), and the results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board
- The Non-Consolidated Financial Statements for the 81st fiscal year (April 1, 2023 to March 31, 2024)
Matters to be resolved:
Proposal No. 1 Appropriation of Surplus
Proposal No. 2 Election of Seven Directors
Proposal No. 3 Election of Three Audit & Supervisory Board Members
Proposal No. 4 Election of One Substitute Audit & Supervisory Board Member
2
Proposal No. 5 Approval of the Share Transfer Plan
- This Convocation Notice is treated as a document to be delivered to shareholders who have requested the delivery of documents under the electronic provision system, and we are also providing the same information to shareholders who have not made such a request.
The following items are not included in the documents based on applicable laws and regulations as well as the stipulations in the Company's Articles of Incorporation.
(1). "V. Systems to Ensure that the Execution of Duties by Directors Complies with Laws and Regulations and the Company's Articles of Incorporation, and Other Systems to Ensure the Appropriateness of Business Operations, and the Status of Operation of Such Systems" of the Business Report;
(2). "Consolidated Statement of Changes in Shareholders' Equity" of the Consolidated Financial Statements and "Notes to Consolidated Financial Statements"; and
(3). "Statement of Changes in Shareholders' Equity" of the Non-Consolidated Financial Statements and "Notes to Non-Consolidated Financial Statements."
Item (1) above is a part of the Business Report that was audited by the Audit & Supervisory Board Members in preparing the audit report. Item (2) and Item (3) above are part of the Consolidated and Non-Consolidated Financial Statements that were audited by the Accounting Auditor and Audit & Supervisory Board Members in preparing the audit report.
- If any revisions are made to the matters subject to measures for electronic provision, details of the revision will be posted on the respective websites where they are posted.
3
Instructions on Exercising Your Voting Rights
Voting rights at the Annual General Meeting of Shareholders is an important right of every shareholder.
Please exercise your voting rights by either of the following methods after reviewing the Reference Documents for the Annual General Meeting of Shareholders posted in the matters subject to measures for electronic provision.
Attending the Annual General Meeting of Shareholders in Person
Please submit the enclosed voting form at the venue reception. (A seal is not required.)
Voting in Writing (by Mail)
Please indicate your approval or disapproval of the proposals in the enclosed voting form and then return the form without postage to the Company by postal mail.
Voting Deadline:Voting forms must arrive no later than Wednesday, June 26, 2024, at 5:30 p.m. (JST).
Instructions on filling out the voting form:
Please indicate your approval or disapproval of each proposal.
[Proposals No. 1, No. 4, and No. 5]
To approve the proposals, put a circle in the approval box.
To disapprove the proposals, put a circle in the disapproval box.
[Proposals No. 2 and No. 3]
To approve the election of all candidates, put a circle in the approval box.
To disapprove the election of all candidates, put a circle in the disapproval box.
To disapprove of the election of some candidates, put a circle in the approval box and then write the numbers of the candidates to disapprove for election.
4
Handling of Shareholder Voting Rights:
- If your approval or disapproval of a proposal is not indicated on the enclosed voting form, the vote will be deemed as indication of approval.
- If voting rights are exercised both in writing (by postal mail) and via the Internet, the votes cast via the Internet will be treated as valid votes. If voting rights are exercised more than once via the Internet, the last votes cast will be treated as valid votes.
Electronic Voting Platform
Institutional investors may use the electronic voting platform operated by ICJ, Inc. if the institutional investor has applied to use the said platform in advance.
Voting via the Internet
Please follow the instructions included below to indicate your approval or disapproval of each proposal. Voting Deadline: Votes must be cast no later than Wednesday, June 26, 2024, at 5:30 p.m. (JST).
Scanning the QR Code ("Smart Vote")
You can log into the website to exercise your voting rights without entering the voting code or password.
-
Please scan the QR code located on the bottom right of the voting form.
*"QR code" is the registered trademark of DENSO WAVE INCORPORATED. - Please follow the instructions on the screen to indicate your approval or disapproval.
Entering the Voting Code and Password
Website to exercise voting rights: https://soukai.mizuho-tb.co.jp/
- Please access the website to exercise voting rights.
- Please enter the voting code printed on the voting form.
- Please enter the password printed on the voting form.
- Please follow the instructions on the screen to indicate your approval or disapproval.
5
The exercise of voting rights by "Smart Vote" is available only once.
If you would like to change your vote after exercising your voting rights, please access the website for PC and login by entering the voting code and password printed on the voting form, and exercise your voting rights again.
* You can access the website for PC by scanning the QR code again.
Internet Help Dial, Stock Transfer Agency | |
Please contact the Internet Help Dial on the right if | Department, Mizuho Trust & Banking Co., Ltd. |
you have any questions on how to exercise your | 0120-768-524 (toll free) |
voting rights via the Internet using a personal | (Open weekdays from 9:00 a.m. to 9:00 p.m. (JST), |
computer, smartphone, mobile phone. | except during the year-end and New Year |
holidays) | |
Convocation Notice via Internet
You can easily access the main content of this notice on a PC or smartphone. Please access via the following website or QR code.
https://s.srdb.jp/1805/(in Japanese only)
6
Reference Documents for Annual General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1 Appropriation of Surplus
The Company regards the stable return of profits to its shareholders and the enhancement of internal reserves to increase corporate value as a basic policy to pay dividends while giving consideration to business performance and the business environment.
In line with this basic policy, the Company proposes to pay a year-end dividend for the fiscal year of ¥70 per share.
Year-end dividends
- Type of dividend property Cash
-
Allotment of dividend property and their aggregate amount ¥70 per common share of the Company
Total dividends: ¥1,345,856,120 - Effective date of dividends of surplus June 28, 2024
Annual dividends per share | Unit : yen |
FY2020 | FY2021 | FY2022 | FY2023 |
7
Attachments
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- Original Document
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Disclaimer
Tobishima Corporation published this content on 04 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 June 2024 23:50:06 UTC.