Isetan Mitsukoshi Holdings Ltd. 5-16-10, Shinjuku, Shinjuku-Ku, Tokyo, Japan
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Convocation Notice Securities Code: 3099 May 27, 2019 To Shareholders with Voting Rights Ken Akamatsu Chairman and Representative Director Isetan Mitsukoshi Holdings Ltd. 5-16-10, Shinjuku, Shinjuku-ku, Tokyo, Japan NOTICE OF THE CONVOCATION OF THE 11TH ORDINARY GENERAL MEETING OF SHAREHOLDERS You are cordially invited to attend the 11th Ordinary General Meeting of Shareholders of Isetan Mitsukoshi Holdings Ltd. (the “Company”). The meeting will be held as described below. If you are unable to attend the meeting, you can exercise your voting rights in writing or via the Internet, etc., as described in “Guide to Exercising Voting Rights” on the next page. Please review the Reference Documents for the General Meeting of Shareholders in the following pages and exercise your voting rights by 8 p.m., Friday, June 14, 2019. 1. Date and Time: Monday, June 17, 2019, at 10:00 a.m. The reception is scheduled to begin at 9:00 a.m. 2. Place: Palais Royal, B1F, Grand Nikko Tokyo Daiba 2-6-1, Daiba, Minato-ku, Tokyo, Japan * Please be aware that if Palais Royal is full, you will be shown to a second meeting room. 3. Agenda of the Meeting: Matters to be reported: 1. The Business Report and the Consolidated Financial Statements for the 11th term (from April 1, 2018 to March 31, 2019) and results of audits by the Accounting Auditor and the Board of Corporate Auditors of the Consolidated Financial Statements 2. The Nonconsolidated Financial Statements for the 11th term (from April 1, 2018 to March 31, 2019) Proposals to be resolved: Proposal No. 1: Appropriation of Surplus Proposal No. 2: Election of Nine Directors Proposal No. 3: Election of One Corporate Auditor Proposal No. 4: Payment of Bonuses to Directors <Notice> * In the event of any modification, it will be announced via the Company’s website (https://www.imhds.co.jp). If there is no modification, nothing will be displayed. Guide to Exercising Voting Rights Voting rights at general meetings of shareholders are important rights to be exercised by shareholders. Please review the Reference Documents for the General Meeting of Shareholders in the following pages and exercise your voting rights. Shareholders may use the following three methods to exercise voting rights. Attending the General Meeting of Shareholders Please submit the Voting Rights Exercise Form at the meeting venue reception desk. (An affixed seal is not required.) Please bear in mind that non-shareholding proxies, persons accompanying you or anyone else who is not a shareholder (except for those accompanying any shareholders with disabilities) will NOT be allowed to enter the venue. Date and time of the Meeting: Monday, June 17, 2019, at 10 a.m. (Reception starts at 9 a.m.) Exercising Voting Rights in Writing Please indicate your consent/dissent concerning each proposal shown on the Voting Rights Exercise Form, and drop the form into a mailbox (postage not necessary). Deadline: To arrive by no later than 8 p.m. Friday, June 14, 2019 Exercising Voting Rights via the Internet Please access the website (https://evote.tr.mufg.jp/), and enter your consent/dissent concerning each proposal by following the guidance on the screen. Refer to the next page for details of the “Guide to Exercising Voting Rights via the Internet.” Deadline: Exercised by no later than 8 p.m. Friday, June 14, 2019. For Institutional Investors Institutional investors may use “Voting Rights Exercise Platform” (so-called Tokyo Stock Exchange platform), as a means of exercising voting rights. Guide to Exercising Voting Rights via the Internet Exercise of voting rights via the Internet is only possible by accessing the website (https://evote.tr.mufg.jp/) designated by the Company exclusively for the purpose of exercising voting rights via a personal computer, smartphone or mobile phone. Important Notes: ● Votes may be exercised via the Internet until 8 p.m. on the day before the General Meeting of Shareholders (Friday, June 14, 2019). ● If we receive votes both by conventional mail and via the Internet, we will consider the Internet vote to be the valid vote. ● When exercising voting rights via the Internet multiple times, we will consider the last vote to be the valid vote. For inquiries concerning systems, etc., please contact the Help Desk: Mitsubishi UFJ Trust and Banking Corporation, Securities Agent Department 0120-173-027 (Business hours: 9:00 a.m. - 9:00 p.m. toll free) Contents To Our Shareholders ............................................................................................................................. 1 Reference Documents for the General Meeting of Shareholders .......................................................... 2 Business Report .................................................................................................................................. 14 Consolidated Balance Sheet ................................................................................................................ 61 Consolidated Statement of Income ..................................................................................................... 62 Summary of Consolidated Statement of Cash Flow [For Reference] ................................................. 63 Consolidated Statement of Changes in Net Assets ............................................................................. 64 Notes to Consolidated Financial Statements ....................................................................................... 65 Certified Copy of the Accounting Auditor’s Report Relating to Statutory Reports (Consolidated) ... 78 Nonconsolidated Balance Sheet .......................................................................................................... 80 Nonconsolidated Statement of Income ............................................................................................... 81 Nonconsolidated Statement of Changes in Net Assets........................................................................ 82 Notes to Nonconsolidated Financial Statements ................................................................................. 83 Certified Copy of the Accounting Auditor’s Report Relating to Statutory Reports ............................ 88 Certified Copy of Audit Report of the Board of Corporate Auditors .................................................. 90 To Our Shareholders Isetan Mitsukoshi Holdings Ltd. prepared its eleventh financial statements as of March 31, 2019, which we hereby submit to you in this report for your perusal. On the tenth anniversary of the integration of the Isetan Mitsukoshi Group, we compiled the Group’s raison d’être and vision as The Isetan Mitsukoshi Way, and embarked on reforms that will “connect people and bridge times.” As globalization accelerates and a new level of change is called for, we aim to be future department stores that make use of the power of IT, stores, and human resources, aspiring to become a mediator that connects customers with goods and events from around the world through digital technology. In addition, we are pursuing measures to strengthen our corporate governance system and address the issues and demands of a changing society through our corporate activities. In this way we will contribute to the realization of a sustainable society and a prosperous future for our customers and other stakeholders. We would appreciate our valued shareholders’ continued support and encouragement. Toshihiko Sugie President, Representative Director, and Executive Officer (CEO) 1 Reference Documents for the General Meeting of Shareholders Proposal and References Proposal No. 1: Appropriation of Surplus Comprehensively taking into account the maintenance of a stable dividend to shareholders along with appropriate internal reserves required to invest in existing and new businesses, the Company proposes to pay a year-end dividend of ¥6 per share for the 11th term. Accordingly, with the interim dividend of ¥6, the annual dividend will be ¥12. Matters related to the year-end dividend: (1) Type of dividend property Cash (2) Matters related to distribution of dividend property to shareholders and the total amount ¥6 per common share of the Company Total amount: ¥2,339,975,784 (3) Effective date of dividend of surplus June 18, 2019 2 Proposal No. 2: Election of Nine Directors The terms of office of nine (9) Directors, Ken Akamatsu, Toshihiko Sugie, Toru Takeuchi, Toshinori Shirai, Takaaki Muto, Shouei Utsuda, Yoshinori Ida, Katsunori Nagayasu and Michiko Kuboyama will expire at the conclusion of this meeting. Accordingly, the Company proposes the election of nine (9) Directors and nominates the following candidates: Attendance status Years in Candidate Positions and responsibilities Rate of Name office as No. concurrently held at the Company attendance at Director meetings of Board of Directors Chairman and Representative 14 out of 14 1 [Renominated] Ken Akamatsu 2 years Director 100% President, Representative Director 14 out of 14 2 [Renominated] Toshihiko Sugie 7 years and Executive Officer (CEO) 100% Executive Vice President, 14 out of 14 3 [Renominated] Toru Takeuchi Representative Director and Chief 2 years Merchandising Officer (CMO) 100% Director, Managing Executive 11 out of 11 4 [Renominated] Takaaki Muto Officer and Chief Administrative 1 year Officer (CAO) 100% Managing Executive Officer and 5 [Newly nominated] Hidehiko Igura — — Chief Financial Officer (CFO) [Renominated] [Outside Director] 11 out of 11 6 Michiko Kuboyama Outside Director 1 year [Independent 100% Director] [Newly