Securities Code: 8219

June 7, 2023

Start Date of Electronic Provision: June 1, 2023

To All Shareholders

1-3-5,Oji-cho, Fukuyama, Hiroshima

Aoyama Trading Co., Ltd.

President and Representative Director AOYAMA Osamu

Notice of the Convocation

of the 59th Ordinary General Meeting of Shareholders

Dear Shareholders:

We would like to express our appreciation for your continued support and patronage.

We are pleased to notify you that the 59th Ordinary General Meeting of Shareholders of Aoyama Trading Co., Ltd. (the "Company") will be held for the purposes as described below.

When convening this General Meeting of Shareholders, the Company has taken measures for providing information in electronic format (the "electronic provision measures") and has posted matters subject to the electronic provision measures on the following Company's website, as Notice of the Convocation of the 59th Ordinary General Meeting of Shareholders and Other Matters Subject to Electronic Provision Measures (Matters for Which Document Delivery is Omitted) for the 59th Ordinary General Meeting of Shareholders.

The Company's website (https://www.aoyama-syouji.co.jp/english/)

(Please access the Company website above and click on "Investor Relations" on the menu and then select "Shareholders' Meeting" in the "Stock Information" section to review the information.)

In addition to the website shown above, the Company also has posted this information on the following website.

The TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK020030Action.do

(Please access the TSE website above, enter "Aoyama Trading" in the "Issue name (company name)" field or our securities code "8219" in the "Code" field, and click on "Search" to find search results. Then, click on "Basic information" and "Documents for public inspection/PR information" in this order to find "[Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting]" in the "Filed information available for public inspection" section.)

If you do not attend the meeting, you can exercise your voting rights in writing or via the Internet. Please review the Reference Documents for General Meeting of Shareholders posted on the matters subject to the electronic provision measures, and exercise your voting rights by no later than Wednesday, June 28, 2023, 6:30 p.m.

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Description

1.

Date

June 29 (Thursday), 2023, at 10:00 a.m.

2.

Place

Meeting Room, 4th floor, Headquarters

Aoyama Trading Co., Ltd., 1-3-5,Oji-cho, Fukuyama, Hiroshima

3. Objects

Matters to 1. Report on the business report for the 59th term (from April 1, 2022 to March 31, 2023), the

be reported contents of the consolidated financial statements, and the results of audit of the consolidated financial statements by the account auditors and the Board of Corporate Auditors

2. Report on the contents of the financial statements for the 59th term (from April 1, 2022 to March 31, 2023)

Matters to be resolved

Proposal No. 1 Appropriation of Retained Earnings

Proposal No. 2 Election of Six (6) Directors

Proposal No. 3 Election of Two (2) Corporate Auditors

  • For this General Meeting of Shareholders, the Company will send paper copies of the matters subject to the electronic provision measures to all shareholders regardless of whether or not they made a request for delivery of documents. However, the following matters are not presented in the documents mailed to shareholders pursuant to the provisions of laws and regulations, and Article 15 of the Company's Articles of Incorporation. Accordingly, the documents mailed to shareholders constitute only part of the documents audited by the Corporate Auditors and the accounting auditors in the preparation of the Audit Report.
    • "Major sales offices and factories" in the business report
    • Consolidated statement of changes in equity and the notes to the consolidated financial statements
    • Statement of changes in equity and the notes to the financial statements
  • If any amendments are made to matters subject to the electronic provision measures, such amendments will be posted on the respective websites where the matters are posted.

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Reference Document for the General Meeting of Shareholders

Proposal No. 1: Appropriation of Retained Earnings

We recognize that returning profits to shareholders is one of the most important management issues. Our fundamental policy is to return dividends to shareholders with the top priority, in accordance with a policy set out in each medium-term management plan.

Regarding shareholder return for the Medium-term Management Plan period from the fiscal year ended March 31, 2022 to the fiscal year ending March 31, 2024, we prioritize improving the capital adequacy that has been damaged by the effects of the spread of novel coronavirus disease on earnings. We do this by increasing internal reserves, setting a targeted consolidated total return ratio of 30%.

In accordance with this shareholder return policy, we calculated the amount of dividends based on the earnings. As a result, with respect to the year-end dividend for the current year, we plan to pay 26 yen per share as an ordinary dividend.

We paid no interim dividend, and therefore the annual dividend per share is 26 yen per share.

Matters regarding the year-end dividend

  1. Type of dividend property Cash
  2. Allotment of dividends and total amount of dividends

26 yen per common stock of the Company

Allocation

Ordinary dividend

26 yen

Total dividends

1,304,577,378 yen

3. Effective date on which dividends will be disbursed from retained earnings June 30, 2023

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Proposal No. 2: Election of Six (6) Directors

The terms of office of all five (5) Company Directors will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the Company requests the election of six (6) Directors, increasing the number of Outside Directors by one (1), in order to ensure the management transparency and further strengthen the corporate governance.

The candidates for Director are as follows.

The candidates for Director have been selected in consultation with the Nomination Advisory Committee.

*The Nomination Advisory Committee has been established to deliberate and verify personnel matters concerning Directors and Corporate Auditors in order to ensure the objectivity and transparency of the Company's management. The Committee provides the Board of Directors with recommendations on proposals concerning the appointment or dismissal of Directors and Corporate Auditors to be submitted to the General Meeting of Shareholders. The Committee is chaired by an Independent Outside Director and consists of a total of four members, including three other Directors of which one is an Outside Director.

Number

Name

1

Reelected

AOYAMA Osamu

2

Reelected

OKANO Shinji

3

Reelected

YAMANE Koichi

Reelected

Outside

4

Director

KOBAYASHI Hiroaki

Independent

Officer

Reelected

Outside

5

Director

WATANABE Toru

Independent

Officer

Newly

6

elected

KAGAMI Yukari

Outside

Director

Current position

and responsibilities

at the Company

President

Director, Managing

Executive Officer

Director, Managing

Executive Officer,

and General

Manager of Group

Management Div.,

Manager of

General Planning

and Policy Dept.

Director

Director

Director

Attendance

at Board of

Directors'

meetings

23 out of 24

(95.8%)

23 out of 24

(95.8%)

24 out of 24

(100%)

24 out of 24

(100%)

24 out of 24

(100%)

-

4

Name

Brief profile and position at the Company

Number of the

Number

Company's

(Date of birth)

(Significant concurrent positions)

shares owned

April 1981

Joined Aoyama Trading Co., Ltd.

December 1987

General Manager of the Purchasing Dept.,

Aoyama Trading Co., Ltd.

June 1988

Director and General Manager of the

Purchasing Dept., Aoyama Trading Co., Ltd.

June 1989

Director and Vice Chief General Manager of

the Purchasing Dept., Aoyama Trading Co.,

Ltd.

June 1991

Managing Executive Director and Vice Chief

General Manager of the Purchasing Dept.,

Aoyama Trading Co., Ltd.

June 1997

Senior Director, General Manager of the

Purchasing Div., and Assistant General

Manager of the General Planning and Policy

Dept., Aoyama Trading Co., Ltd.

October 2001

Senior Director and General Manager of the

Suit Business Dept., Aoyama Trading Co., Ltd.

February 2003

Senior Director and General Manager of the

Marketing and Sales Div., Aoyama Trading

Co., Ltd.

June 2005

President and CEO, Aoyama Trading Co., Ltd.

June 2017

President, Aoyama Trading Co., Ltd.

June 2019

President and CEO, and General Manager of

the Marketing and Sales Div., Aoyama Trading

Co., Ltd.

AOYAMA Osamu

April 2021

President, Aoyama Trading Co., Ltd.

1

(March 1, 1959)

April 2022

President and General Manager of the

1,511,572

Purchasing Div., Aoyama Trading Co., Ltd.

shares

Reelected

June 2022

President, Aoyama Trading Co., Ltd. (current

position)

Significant concurrent positions

Representative Director, Aoyama Bussan, Ltd.

Chairman and Representative Director, Aoyama Capital Co.,

Ltd.

Director, Seigo Co., Ltd.

Director, MDS Co., Ltd.

Director, Eisho Co., Ltd.

Director, glob Co., Ltd.

Attendance at Board of Directors' meetings

23 out of 24 (95.8%)

Special interest in the Company

The Company has business relationships, such as office leasing, with Seigo Co., Ltd. of which Mr. AOYAMA Osamu concurrently holds the position of Director.

Reasons for nomination as a candidate for Director

Since assuming the position of Director in 1988, Mr. AOYAMA Osamu served as the General Manager of the Company's Purchasing Division and Marketing and Sales Division. In 2005, he assumed the position of President and Representative Director, supervising the overall management of the Company. Based on his outstanding achievements, ability and corporate management experience, as well as his excellent personality and insight, he has been nominated as a candidate for Director.

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Aoyama Trading Co. Ltd. published this content on 01 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 June 2023 00:25:09 UTC.