NOTICE OF THE 37TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

Transcription

1 This document has been translated from Japanese original for convenience of non-japanese shareholders. In event of any discrepancy between this translation and Japanese original, original shall prevail. To our shareholders: Securities identification code: 9616 June 14, 2016 MITSUTAKA SATO President KYORITSU MAINTENANCE CO., LTD Sotokanda, Chiyoda-ku, Tokyo NOTICE OF THE 37TH ORDINARY GENERAL MEETING OF SHAREHOLDERS First, we would like to convey our deepest sympathies to victims of Kumamoto Earthquakes. You are cordially invited to attend 37th Ordinary General Meeting of Shareholders of KYORITSU MAINTENANCE CO., LTD. ( Company ), which will be held as described below. If you are unable to attend on day of Meeting, you can exercise your voting rights in writing or via Internet; we ask that you refer to Reference Documents for General Meeting of Shareholders below and exercise your voting rights by 5:30 p.m., Tuesday, June 28, 2016 (Japan Standard Time). Meeting Details 1. Date and time: Wednesday, June 29, 2016 at 10:00 a.m. (Japan Standard Time) (Reception to begin at 9:00 a.m.) 2. Venue: Bellesalle Tokyo Nihombashi B2F Event Hall Tokyo Nihombashi Tower, Nihombashi, Chuo-ku, Tokyo (Please note that venue is different from last time.) 3. Purposes: Items to be reported: 1. Consolidated Financial Statements for 37th Term (from April 1, 2015 to March 31, 2016), as well as results of audit of Consolidated Financial Statements by Accounting Auditor and Audit and Supervisory Committee. 2. Business Report and Non-Consolidated Financial Statements for 37th Term (from April 1, 2015 to March 31, 2016) Items to be resolved: Proposal 1: Appropriation of surplus Proposal 2: Election of fifteen (15) Directors (excluding Directors who are Audit and Supervisory Committee Members) 4. Regarding exercise of voting rights: For details, please refer to Procedures for Exercise of Voting Rights via Internet (Japanese only). 1

2 Reference Documents for General Meeting of Shareholders Proposals and reference information Proposal 1: Appropriation of surplus The core business dormitory business did well, and in addition, Dormy Inn (business hotels) did much better than previous fiscal year, exceeding earnings forecasts and resulting in record high profits. In terms of profit distribution policy, which is to return profits to shareholders with dividends linked to earnings and business performance, for fiscal year under review we will pay a year-end dividend of 27 yen, which combined with interim dividend gives an annual dividend of 52 yen, for a 2 yen increase from previous fiscal year. In addition, Company plans to use its internal reserves to strengn its financial base and finance business development in future to facilitate furr business growth with a medium- to long-term perspective. The Company proposes appropriation of surplus as follows: 1. Matters related to year-end dividends (1) Type of dividend property Cash (2) Allocation of dividend property and total amount reof 27 yen per common share of Company Total amount of dividend: 522,277,200 yen As a result, dividend for year under review, including interim dividend, will be 52 yen per share. (3) Effective date of distribution of dividends of surplus June 30, Matters related to or appropriation of surplus (1) Item of surplus to be decreased and amount of decrease reof Retained earnings brought forward: 5,200,000,000 yen (2) Item of surplus to be increased and amount of increase reof General reserve: 5,200,000,000 yen 2

3 Proposal 2: Election of fifteen (15) Directors (excluding Directors who are Audit and Supervisory Committee Members) The terms of fourteen (14) Directors (excluding Directors who are Audit and Supervisory Committee Members; hereinafter same for this Proposal) expire at end of this General Meeting of Shareholders. We refore propose election of fifteen (15) Directors. This Proposal has been reviewed by Audit and Supervisory Committee and no objections to its implementation were raised. The candidates for Directors are as follows: Reference: List of candidates No. Name Position and responsibilities in Company 1 Haruhisa Ishizuka Chairman Reelection 2 Mitsutaka Sato President Reelection 3 Akira Iizuka Executive Vice Chairman Reelection 4 Takumi Ueda 5 Sei Kakizaki 6 Shigeru Yamada Group Administration and General Manager of PKP Business Business Development Hotel Business and Senior Business Reelection Reelection Reelection 7 Eisuke Inoue Executive Director Responsible for Dormitory Business Reelection 8 Koji Nakamura Director, General Manager of Management Planning Reelection 9 Yukihiro Sagara Director, General Manager of Dormy Inn Business Reelection 10 Satoru Ito Director Responsible for PKP Business Reelection 11 Masaki Suzuki Director, General Manager of Resorts Business Reelection 12 Yoshio Kimizuka 13 Masahiro Ishii 14 Hiroshi Yokoyama Director, General Manager of Dormitory Business Branch Office Supervisory, and Manager of Nagoya Branch Office Director, General Manager of Human Resources and General Affairs, and Manager of President s Office Executive Officer, General Manager of Business Development Reelection Reelection New election 15 Akihide Terayama Director Reelection 3

4 Career summary, position and responsibilities in Company (Significant concurrent positions outside Company) September 1979 June 2006 Establishment of Company; President Chairman (present position) 1 Haruhisa Ishizuka (October 21, 1947) Director and Adviser, Kyoritsu Estate Co., Ltd. Chairman, Kyoritsu Foods Service Co., Ltd. Councilor, KYORITSU INTERNATIONAL FOUNDATION President, Milestone International Japan Co., Ltd. Director, Yoei Holding Co., Ltd. Director, TERA Association Inc. Director, KYORITSU FOODS CO., INC. Audit and Supervisory Board Member, SHINSEI FOODS Co., Ltd. Audit and Supervisory Board Member, OT Comnet Co., Ltd. 526, years There is a commercial building leasing relationship between Company and Haruhisa Ishizuka, and with Milestone International Japan Co., Ltd., where Haruhisa Ishizuka is President. 2 Mitsutaka Sato (October 3, 1948) 15 years May 2001 June 2001 April 2002 May 2004 May 2006 June 2006 Director Director, General Manager of Food Director, General Manager of Domeal Business Director, General Manager of Operation Planning President (present position) Director, Builnet Co., Ltd. Director, Ecofoods Co., Ltd. 22,960 4

5 Career summary, position and responsibilities in Company (Significant concurrent positions outside Company) 3 Akira Iizuka (December 3, 1948) 25 years March 1980 April 1991 June 1994 June 1998 April 2002 May 2004 May 2008 May 2010 Director, General Manager of Sales Executive Director, General Manager of Second Business Senior Executive Director, General Manager of Tokyo Metropolitan Area Executive Vice President, General Manager of East Japan Executive Vice President, General Manager of Dormitory Business and General Manager of Operation Planning Dormitory Business and General Manager of Food Dormitory Business Supervisory and General Manager of Food Dormitory Business Executive Vice Chairman (present position) 51,132 4 Takumi Ueda (January 9, 1949) 16 years April 2000 June 2000 April 2002 May 2004 October 2012 General Manager of Group Operations Director, General Manager of Group Operations Executive Vice President, General Manager of Administration Executive Vice President, General Manager of Group Administration Group Administration Supervisory Administration and Responsible for PKP Business Group Administration and General Manager of PKP Business (present position) 14,307 Director, Kyoritsu Trust Co., Ltd. Director, Kyoritsu Financial Service Co., Ltd. 5

6 Career summary, position and responsibilities in Company (Significant concurrent positions outside Company) 5 Sei Kakizaki (July 17, 1953) 24 years November 1980 June 1992 June 1994 April 1997 April 1998 April 2002 May 2007 May 2010 Director, General Manager of Business Development Director, General Manager of Third Business Director, General Manager of Projects Director, General Manager of Kansai Region Executive Director, Manager of West Japan Branch Office Hotel Business Hotel Business Supervisory Wellness Life Business Dormitory Business Branch Office Supervisory Business Development (present position) 63,435 6

7 6 Shigeru Yamada (March 17, 1950) 12 Years Career summary, position and responsibilities in Company (Significant concurrent positions outside Company) April 2004 June 2004 May 2005 October 2006 May 2007 May 2008 May 2010 July 2010 June 2011 April 2013 December 2013 April 2014 December 2015 Director, General Manager of General Planning, West Japan Branch Office Director, Manager of Kansai Branch Office, West Japan Branch Office Director Responsible for Hotel Sales of General Business Promotion Director, Manager of Hotel Sales Promotion Division, Hotel Business Director Responsible for Hotel Sales Promotion, Hotel Business Director, General Manager of Hotel Sales Promotion, Hotel Business Supervisory Executive Director Responsible for Hotel Business Executive Director Responsible for Hotel Business and General Manager of Hotel Sales Promotion Executive Director Responsible for Hotel Business Executive Director Responsible for Hotel Business and Manager of Public Relations Division, Group Administration Supervisory Executive Director Responsible for Hotel Business, Manager of Hotel Sales Promotion Division, Hotel Business Supervisory and Manager of Public Relations Division, Group Administration Supervisory Executive Director Responsible for Hotel Business and Manager of Hotel Sales Promotion Division, Hotel Business Supervisory Hotel Business and Wellness Life Business Hotel Business and Senior Life Business Hotel Business and Senior Business (present position) President, Okinawa Kyoritsu Maintenance Co., Ltd. President, Ryokan Okunobo Co., Ltd. 5,716 7

8 7 Eisuke Inoue (May 17, 1959) 9 years Career summary, position and responsibilities in Company (Significant concurrent positions outside Company) March 1986 June 1996 May 2002 May 2006 May 2007 June 2007 October 2009 May 2010 April 2013 Manager of Sales Division, Osaka Branch Office Manager of First Business Division, Tokyo Metropolitan Area Executive Officer, Manager of First Business Division at East Japan Branch Office and Manager of Domeal Business Division Executive Officer Responsible for Tokyo Metropolitan Area, East Japan Branch Office, Dormitory Business, and Manager of Second Business Division Director Responsible for Tokyo Metropolitan Area, East Japan Branch Office, Dormitory Business and Manager of Second Business Division Director, General Manager of Tokyo Metropolitan Area and Manager of Domeal Business Division, Dormitory Business Supervisory Director, General Manager of Tokyo Metropolitan Area, Manager of Domeal Business Division and Manager of Customer Center, Dormitory Business Supervisory Director, General Manager of East Japan and Manager of Customer Center, Dormitory Business Supervisory Director, General Manager of East Japan, Dormitory Business Supervisory Executive Director Responsible for Dormitory Business Tokyo Metropolitan Area and Dormitory Business Planning, Dormitory Business Supervisory Executive Director Responsible for Dormitory Business (present position) Director, Kyoritsu Financial Service Co., Ltd. Director, Kyoritsu Maintenance Korea Co., Ltd. Audit & Supervisory Board Member, Kyoyu Foods Co., Ltd. 6,148 8

9 8 Koji Nakamura (June 10, 1962) 10 years Career summary, position and responsibilities in Company (Significant concurrent positions outside Company) April 1995 April 1999 May 2004 June 2006 May 2007 May 2008 May 2010 May 2012 Manager of Accounting Division, Administration Executive Officer, Manager of General Finance and Accounting Division, Group Administration Director, Manager of General Finance and Accounting, and Manager of Management and Administration Division, Group Administration Director, Manager of General Finance and Accounting Division, Group Administration Director Responsible for Management Planning and Manager of General Planning Division, Manager of General Finance and Accounting Division, Group Administration Director, General Manager, Management Planning and Manager of General Planning, Manager, General Finance and Accounting Division, Group Administration Supervisory Director, General Manager of Management Planning, Group Administration Supervisory Director, General Manager of Management Planning and Manager of Information Development Division, Group Administration Supervisory Director, General Manager of Management Planning (present position) Audit and Supervisory Board Member, Okinawa Kyoritsu Maintenance Co., Ltd. 2,500 9

10 Career summary, position and responsibilities in Company (Significant concurrent positions outside Company) 9 Yukihiro Sagara (March 17, 1964) 10 years November 1991 May 1998 May 2001 June 2006 October 2006 May 2008 May 2010 June 2011 May 2012 April 2014 Manager of Intrendy Business Division, Business Development Executive Officer, Manager of Dormy Inn Business Division Director, Manager of Hotel & Spa Division, and General Manager of Spa Therapy Division, Business Development Director, General Manager of Hotel Business Director Responsible for Dormy Inn, Hotel Business Director, General Manager of Dormy Inn Business, Hotel Business Supervisory Director, General Manager of Dormy Inn Business and Manager of West Japan Business Division of Hotel Business Supervisory Director, General Manager of Dormy Inn Business and Manager of West Japan Business Division, and Manager of Overseas Business Development Division, Hotel Business Supervisory Director, General Manager of Dormy Inn Business and Manager of Overseas Business Development Division, Hotel Business Supervisory Director, General Manager of Dormy Inn Business and Manager of Overseas Preparation Office, Hotel Business Supervisory Director, General Manager of Dormy Inn Business, Hotel Business Supervisory Director, General Manager of Dormy Inn Business (present position) 3,545 President, Kyoritsu Maintenance Korea Co., Ltd. President, Kyoritsu Maintenance Taiwan Co., Ltd. Director, OH-SHIMA FORUM Co., Ltd. 10

11 10 Satoru Ito (June 4, 1962) 8 years Career summary, position and responsibilities in Company (Significant concurrent positions outside Company) March 1985 May 1997 May 2005 May 2006 June 2008 June 2011 October 2012 April 2013 October 2013 April 2014 Manager of Sapporo Branch Office Manager of Operation Planning Division, Dormitory Business Executive Officer, Manager of Human Resources and General Affairs Division, Group Administration Director, Manager of Human Resources and General Affairs Division, Group Administration Director, General Manager of Human Resources and General Affairs and Manager of Human Resources and General Affairs Division of Group Administration Supervisory Director, General Manager of Human Resources and General Affairs, and Manager of Public Relations Division, Group Administration Supervisory Director, General Manager of Human Resources and General Affairs, Manager of Public Relations Division, General Manager of PKP Business, and Manager of Planning and Sales Division, Group Administration Supervisory Director, General Manager of PKP Business, and Manager of Sales Planning Division Director, General Manager of PKP Business Director Responsible for New Business Planning, Group Administration Supervisory Director Responsible for PKP Business (present position) President, Kyoritsu Trust Co., Ltd. 4,060 11

12 Career summary, position and responsibilities in Company (Significant concurrent positions outside Company) 11 Masaki Suzuki (November 14, 1968) 5 years January 2003 May 2004 May 2005 May 2006 May 2007 May 2008 April 2011 June 2011 May 2012 April 2013 Joined Company Manager of Domeal Business Division, Business Development Manager of Domeal Business Division, Domeal Business Manager of Domeal Business Division, East Japan Branch Office, Dormitory Business Manager of Hotel Business Promotion Division, Business Promotion Manager of Resorts Business Division, Hotel Business Supervising Manager of Resorts Section, Hotel Business Executive Officer, General Manager of Resorts Business, Hotel Business Supervisory Executive Officer, General Manager of Resorts Business, and Manager of East Japan Business Division, Hotel Business Supervisory Director, General Manager of Resorts Business, and Manager of East Japan Business Division, and Manager of Hotel Sales Promotion Division, Hotel Business Supervisory Director, General Manager of Resorts Business, Hotel Business Supervisory Director, General Manager of Resorts Business, and Manager of Resort Operation Planning Office, Hotel Business Supervisory Director, General Manager of Resorts Business, and Manager of Resort Business Planning Office, Hotel Business Supervisory Director, General Manager of Resorts Business (present position) 1,780 Director, Okinawa Kyoritsu Maintenance Co., Ltd. Executive Director, Ryokan Okunobo Co., Ltd. 12

13 12 Yoshio Kimizuka (June 8, 1962) 1 year Career summary, position and responsibilities in Company (Significant concurrent positions outside Company) June 2015 Executive Officer, Manager of Second Business Division, East Japan, Dormitory Business Supervisory Executive Officer, General Manager of Dormitory Business Branch Office Supervisory, Dormitory Business Supervisory Director, General Manager of Dormitory Business Branch Office Supervisory, Dormitory Business Supervisory Director, General Manager of Dormitory Business Branch Office Supervisory, and Manager of Nagoya Branch Office (present position) 1,205 13

14 13 Masahiro Ishii (October 25, 1963) 1 year Career summary, position and responsibilities in Company (Significant concurrent positions outside Company) November 1997 May 2002 May 2003 May 2010 May 2011 April 2013 April 2014 November 2014 June 2015 Manager of President s Office, Management Planning Manager of President s Office Manager of President s Office and Manager of Business Development Office Manager of General Affairs Division, Group Administration Supervisory and Manager of President s Office Executive Officer, General Manager of Human Resources and General Affairs and Manager of General Affairs Division, Group Administration Supervisory and Manager of President s Office Executive Officer, General Manager of Human Resources and General Affairs, Group Administration Supervisory and Manager of President s Office Executive Officer, General Manager of Human Resources and General Affairs, Manager of General Affairs Division, and Manager of Risk Management Division, Group Administration Supervisory and Manager of President s Office Executive Officer, General Manager of Human Resources and General Affairs, Group Administration Supervisory and Manager of President s Office Director, General Manager of Human Resources and General Affairs, Group Administration Supervisory and Manager of President s Office Director, General Manager of Human Resources and General Affairs and Manager of President s Office (present position) 1,560 14

15 Career summary, position and responsibilities in Company (Significant concurrent positions outside Company) 14 Hiroshi Yokoyama (February 20, 1962 ) New election November 1992 May 1998 May 1999 June 2007 June 2007 April 2009 Manager of Sendai Branch Office, Dormitory Business Manager of Second Business Division, Tokyo Metropolitan Area Retired from Company. Joined Builnet Co., Ltd. Executive Vice President of Builnet Co., Ltd. President of Builnet Co., Ltd. Director of Builnet Co., Ltd. (present position) Executive Officer, General Manager of Business Development (present position) 8,902 Director, Kyoritsu Estate Co., Ltd. Director, Builnet Co., Ltd. 15 Akihide Terayama (November 13, 1945) 21 years May 1991 January 1995 May 1995 June 1995 April 1999 May 1999 October 2001 January 2003 August 2004 June 2015 May 2016 Executive Director of Famil Co., Ltd. General Manager of Project Business General Manager of Business Development Executive Director, General Manager of Business Development Director (present position) Senior Managing Director of Kasumi Convenience Networks Co., Ltd. Senior Managing Director of Papasu Co., Ltd. President of TERA Association Inc. President of HotLand Co., Ltd. Chairman, President of TERA Association Inc. (present position) Audit and Supervisory Board Member of FRYSTAR CO., LTD. (present position) 26,769 Chairman, President, TERA Association Inc. Audit and Supervisory Board Member, FRYSTAR CO., LTD. 15