Note: This document is 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 original Japanese text of the Notice of 96th Ordinary General Meeting of Shareholders should be available to foreign shareholders at their respective sub- custodians in Japan. Please contact your custodian with your voting instructions.
Notice of the 96th
Ordinary General Meeting of Shareholders
NS United Kaiun Kaisha, Ltd.
[Measures to Prevent the Spread of COVID-19]
To prevent the spread of the novel coronavirus disease (COVID-19) at the meeting, you are encouraged to exercise your voting rights prior to the meeting by returning the enclosed voting form or via the Internet, if at all possible, and are urged to consider your health condition, etc., and refrain from attending the meeting in person. Any changes in the operation of the meeting will be posted on the Company’s website (https://www.nsuship.co.jp/) (Japanese Only), so please check the website if you intend to attend the meeting in person.
The social gathering event after the meeting will not be held and no souvenirs will be provided after the meeting.
Greetings to Shareholders
We would like to express our sincere gratitude to you for your continued support of our operations and business.
The NS United Kaiun Group incorporates into our activities, every single day, our fundamental principle of contributing to the development of society by providing trusted and high-quality marine transportation services. In FY2021, the global economy experienced growth in demand for cargo transport as it recovered from the effects of the global COVID-19 outbreak in the previous fiscal year, but the repeated waves of the pandemic resulted in various obstacles to the stable operation of our fleet due to the tightening of port quarantines and difficulties in replacing crews. These operational inefficiencies and the limited supply of newly built ships tightened the supply-demand balance for shipping capacity. Therefore, the dry bulk market rose sharply for all types of vessels. In addition to stable earnings based on long-term contracts, our free fleet was able to enjoy the improving market conditions, enabling us to achieve our highest profits since our merger in 2010.
Against this background, we have formulated our “Basic Sustainability Policy” that clarifies the guidelines for ESG management, and through dialogue with the participation of all our employees, we have formulated a new corporate mission statement, “Through Marine Transportation, We Will Work Together to Shape the World Today and Create a Sustainable Future.” Along with this, when the Tokyo Stock Exchange reorganized its market classifications, we selected the “prime market” and transferred to it in April of this year. We will base our management on the new value model of sustainability, and continue our efforts to become a sustainable company by addressing social issues with sincerity and enhancing our corporate value.
It is our hope that all shareholders will provide even more support, encouragement and cooperation.
President and Representative Director
Securities code: 9110 June 7, 2022
To our shareholders:
Kazuo Tanimizu, President and Representative Director
NS UNITED KAIUN KAISHA, LTD.
5-1 Otemachi 1-chome,Chiyoda-ku, Tokyo
Notice of the 96th Ordinary General Meeting of Shareholders
We are pleased to announce that the 96th Ordinary General Meeting of Shareholders of NS UNITED KAIUN KAISHA, LTD. (the “Company”), which will be held as indicated below.
From the perspective of preventing the spread of the novel coronavirus disease (COVID-19) at the meeting, you are encouraged to exercise your voting rights prior to the meeting by returning the enclosed voting form or via the internet, if at all possible. We ask that you take into account your own state of health, and refrain from attending the meeting in person if possible.
With regard to exercising your voting rights in writing or via the internet, please review the attached Reference Documents for the General Meeting of Shareholders and exercise your voting rights by either of the following methods by 5:00 p.m. on Monday, June 27, 2022 (JST).
Exercising voting rights in writing (by postal mail)
Please indicate your approval or disapproval of the proposals in the enclosed voting form and then return the form to the Company by postal mail so that your vote is received by the deadline stated above.
Exercising voting rights via the internet
Please confirm the “Guide to Exercising Voting Rights via the Internet” on page 6 of the Japanese original, access the Company’s designated website for exercising voting rights (https://soukai.mizuho-tb.co.jp/), and input your approval or disapproval by following the instructions on the screen by the deadline stated above.
1. Date and time Tuesday, June 28, 2022 at 10:00 a.m. (Reception will open at 9:15 a.m.)
Diamond Room, Keidanren Kaikan 4F
3-2 Otemachi 1-chome,Chiyoda-ku, Tokyo
(Please refer to the venue map of the Japanese original.)
- Agenda of the Meeting Reports
- The Business Report, the Consolidated Financial Statements and the results of audits of the Consolidated Financial Statements by the Financial Auditor and the Audit & Supervisory Board for the fiscal year from April 1, 2021 to March 31, 2022
The Non-consolidated Financial Statements for the fiscal year from April 1, 2021 to March 31, 2022
Matters to be resolved
Proposal No. 1 Appropriation of Surplus
Proposal No. 2 Partial Amendment to the Articles of Incorporation
Proposal No. 3 Election of Nine Directors
Proposal No. 4 Election of one Audit & Supervisory Board Member
- Matters Prescribed for Convocation Exercising voting rights by proxy
When attending by proxy, the proxy will be required to present documentary proof of his or her authority to exercise voting rights in addition to the shareholder’s voting form at the reception desk. The proxy shall be limited to one other shareholder who has the voting right.
- When attending the meeting in person, please submit the enclosed voting form to the reception desk. Any updates to the Reference Documents for the General Meeting of Shareholders, Business Report, Consolidated Financial Statements, or Non-consolidated Financial Statements will be posted on the Company’s website (Japanese only).
- Of the documents to be provided, information concerning the following items is not included in the documents provided with this notice, but is posted on the Company’s website pursuant to laws and regulations and Article 15 of the Company’s Articles of Incorporation.
- “Status of Financial Auditor” and “System to Ensure the Appropriateness of Operations and the Status of its Implementation” sections of the Business Report
- “Consolidated Statement of Shareholders’ Equity” and “Notes to Consolidated Financial Statements” sections of the Consolidated Financial Statements
- “Non-consolidatedStatement of Shareholders’ Equity” and “Notes to Non-consolidated Financial Statements” sections of the Non-consolidated Financial Statements
These items are included in the Business Report, the Consolidated Financial Statements and Non-consolidated Financial Statements, all of which have been audited by the Audit & Supervisory Board Members to prepare an audit report and by the Financial Auditor to prepare a financial auditor’s report.
The Company’s website: https://www.nsuship.co.jp/
Reference Documents for the General Meeting of Shareholders
Proposal No. 1 Appropriation of Surplus
The Company proposes the appropriation of surplus as follows:
The Company has positioned the shareholder returns as an essential management policy. While securing retained earnings to generate stable corporate growth and respond to changes in operating environment, our policy is to maintain sustainable dividend distribution in accordance with the Company’s performance.
Our aiming dividend payout ratio is 30% of the Company’s consolidated profit per fiscal year
In line with this policy, the Company proposes to pay a year-end dividend for the fiscal year as follows:
- Type of dividend property To be paid in cash.
Allotment of dividend property and their aggregate amount
The Company proposes to pay a dividend of ¥190 per common share of the Company. In this event, the total dividends will be ¥4,477,602,320.
As the Company has already paid an interim dividend of ¥95 per share, the annual dividend for the fiscal year will be ¥285 per share.
Effective date of dividends of surplus
The effective date of dividends will be June 29, 2022.
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NS United Kaiun Kaisha Ltd. published this content on 07 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 June 2022 09:01:01 UTC.
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