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.
(Securities Code 9722)
March 7, 2023
(Commencement date of electronic provision
of reference documents: March 6, 2023)
To Those Shareholders with Voting Rights
Yoshihiro Ise
Representative Director and President,
Executive Officer
FUJITA KANKO INC.
10-8, Sekiguchi 2-chome,Bunkyo-ku,
Tokyo, Japan
NOTICE OF THE 90th ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 90th Ordinary General Meeting of Shareholders of the Company. The meeting will be held as described below.
In convening this general meeting of shareholders, the Company has taken measures to provide the information contained in the Reference Documents for the General Meeting of Shareholders, etc. in electronic format and posted such information on the website below as the "Notice of the 90th Ordinary General Meeting of Shareholders."
- The Company's website:https://www.fujita-kanko.co.jp/ir/stock/file/meeting_syosyu90.pdf(Japanese only)
The notice is also available on the TSE website (TSE Listed Company Search) shown below. Please access the
website, enter the issue name (company name) or securities code, and select "Basic information" and then "Documents for public inspection/PR information" for reference.
- TSE website:https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
You can exercise your voting rights in one of the ways described on page 3 of the Japanese version. In order to prevent the spread of COVID-19, we recommend that you exercise your voting rights in advance by mail or via the internet in lieu of attending the meeting in person.
1. Date and Time: Wednesday, March 29, 2023 at 10:00 a.m. (Door opens at 9:00 a.m.)
2. Place: | Grand Hall TSUBAKI, Hotel Chinzanso Tokyo (5th floor of Banquet Bldg.) |
10-8, Sekiguchi 2-chome,Bunkyo-ku, Tokyo, Japan |
3. Agenda of the Meeting:
Matters to be reported: 1. The Business Report, the Consolidated Financial Statements and the audit results
of the Consolidated Financial Statements by the Accounting Auditor and Board of Corporate Auditors for the 90th fiscal term (from January 1, 2022 to December 31, 2022)
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2. The Non-Consolidated Financial Statements for the 90th fiscal term (from January 1, 2022 to December 31, 2022)
Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Eight Directors
Proposal No. 3: Election of One Corporate Auditor
Proposal No. 4: Election of One Substitute Corporate Auditor
- Pursuant to the applicable laws and regulations and provisions of Article 15 of the Company's Articles of Incorporation, the matters below are not included in the paper copy of the notice to be sent to the shareholders who have requested it. These documents are part of the documents audited by the Corporate Auditors and the Accounting Auditor in preparing their respective audit reports.
- Consolidated Statements of Changes in Net Assets
- Notes to Consolidated Financial Statements
- Non-ConsolidatedStatements of Changes in Net Assets
- Notes to Non-Consolidated Financial Statements
Please note that the page numbers, section numbers, and reference pages in the paper copy sent are the same as those in the notice provided electronically.
- If any revisions are made to the matters provided electronically, the revised versions will be posted on the respective websites above.
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Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Appropriation of Surplus
The Company has a basic policy to fully consider passing its profits on to shareholders, and pay dividends in proportion to the results of its business in consideration of further reinforcement of corporate structure and accumulation of internal reserves to be utilized to promote businesses.
Taking into comprehensive consideration the business environment surrounding the Company and the Company's financial condition, we propose to forgo payments of year-end dividends for common shares for this fiscal term.
For Class A preferred shares issued through a third-party allotment in September 2021, we propose to pay the amount of dividend based on the terms and conditions set at the time of issuance.
Year-End Dividends
- Type of dividend property Money
- Matters related to allocation of dividend property and total amount thereof
∙ Common shares: | No dividends |
- Class A preferred shares: 4,000,000 yen per share Dividends total: 600,000,000 yen
- Effective date of dividends from surplus March 30, 2023
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Proposal No. 2: Election of Eight Directors
The terms of office of all eight Directors will expire at the conclusion of the meeting. We therefore propose that
eight Directors be elected.
The candidates for Directors are as follows:
Candidate | Name | Gender | Current position and assignment | ||||||
No. | in the Company | ||||||||
Yoshihiro Ise | Representative Director and President, | ||||||||
1 | Reappointment | Male | |||||||
Executive Officer | |||||||||
Representative Director in charge of | |||||||||
Takeaki Yamada | Planning, Human Resource and | ||||||||
2 | Reappointment | Male | |||||||
General Affairs Division at | |||||||||
Headquarters | |||||||||
Hiroyuki Nozaki | Director in charge of Planning | ||||||||
3 | Reappointment | Male | |||||||
Division | |||||||||
Yasushi Komiya | Director in charge of Human Resource | ||||||||
4 | Reappointment | Male | |||||||
and General Affairs Division | |||||||||
Outside Director | |||||||||
5 | Reappointment | Rieko Zanma | Female | Director | |||||
Independent Director | |||||||||
Outside Director | |||||||||
6 | Reappointment | Kazunori Takami | Male | Director | |||||
Independent Director | |||||||||
Outside Director | |||||||||
7 | Reappointment | Shiho Takano | Female | Director | |||||
Independent Director | |||||||||
8 | Reappointment | Masao Yamada | Outside Director | Male | Director | ||||
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Candidate | Name | Career summary, position, assignment and important concurrent positions | |||
No. | |||||
April 1983 | Joined FUJITA KANKO INC. | ||||
May 2002 | Leader of Development and Construction Group of Corporate | ||||
Center of FUJITA KANKO INC. | |||||
November 2003 | Chief of Corporate Planning Office of Leisure Business | ||||
Department of FUJITA KANKO INC. | |||||
March 2005 | Leader of Related Companies Group of Corporate Center of | ||||
FUJITA KANKO INC. | |||||
October 2006 | Leader of Development Group of Washington Hotel Company | ||||
Planning Office of FUJITA KANKO INC. | |||||
Reappointment | March 2008 | President and Representative Director of CANAL CITY・ | |||
FUKUOKA WASHINGTON HOTEL K.K. and General | |||||
Manager of Canal City・ Fukuoka Washington Hotel | |||||
Yoshihiro Ise | March 2010 | President and Representative Director of URAWA | |||
WASHINGTON HOTEL INC. and General Manager of Urawa | |||||
1 | Date of birth: | Washington Hotel | |||
March 2012 | General Manager of Chiba Washington Hotel | ||||
May 29, 1960 | |||||
March 2014 | Executive Officer, and Management Planning and Business | ||||
Number of | |||||
Promotion Officer of Planning Group of FUJITA KANKO INC. | |||||
shares of the | |||||
March 2015 | Director and Executive Officer, and Chief of Planning Group of | ||||
Company held: | |||||
FUJITA KANKO INC. | |||||
6,000 common | |||||
March 2017 | Representative Director and Managing Executive Officer, and | ||||
shares | |||||
Chief of Planning Group of FUJITA KANKO INC. | |||||
March 2018 | Representative Director and Senior Managing Executive | ||||
Officer, and Chief of Planning Group of FUJITA KANKO INC. | |||||
March 2019 | Representative Director and President, Executive Officer | ||||
President and Chief Executive Officer of FUJITA KANKO | |||||
INC. (to the present) | |||||
(Important Concurrent Positions) | |||||
N.A. | |||||
(Attendance at Board of Directors Meetings Held in 2022/12) | |||||
18/18 |
Reasons for nomination as a candidate for Director
Yoshihiro Ise has successively served in managerial positions at business offices, business departments and headquarters divisions of the Group, and has served as Representative Director of the Company since 2017, and as President and Chief Executive Officer since 2019. Therefore, he possesses abundant experience and knowledge in management as well as in sales and management operations and administration operations. We nominated him as a candidate for Director as we judged that his experience and knowledge can continue to be effectively utilized in the management of the Company.
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Fujita Kanko Inc. published this content on 06 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 March 2023 23:19:01 UTC.