Disclaimer: This document has been translated and summarized from an original Japanese document 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.
(Security Code:8114)
May 23rd, 2024
To Our Shareholders
Representative: Shuichi Koseki
DESCENTE LTD.
Maruito Namba Building 13F, 1-2-3
Minatomachi Naniwa-ku, Osaka, 556-0017 Japan
NOTICE OF THE 67TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 67th Annual General Meeting of Shareholders ("AGM") of DESCENTE LTD. (the "Company") to be hold as described below.
In convening the AGM, we have taken measures for providing reference materials, etc. in an electronic format (matters for electronic provision measures) in accordance with the Companies Act and our Articles of Incorporation. The materials for the General Meeting of Shareholders are posted on the website below and a simplified notice of the meeting is delivered to shareholders.
- The Company's website (「IR」「IR Library」「General Meeting」) https://www.descente.co.jp/en/ir/summon/
- Tokyo Stock Exchange website https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
No souvenirs are to be distributed at the AGM.
1. Date/Time
June 13, 2024 (Thursday) at 10 a.m. JPT (GMT+9)
Reception opening time will be at 9:20 am JPT (GMT+9)
2. Place
Hotel Monterey Grasmere Osaka, Maruito Namba Building 21th floor (Snowberry Hall) 1-2-3 Minatomachi Naniwa-ku, Osaka 556-0017 Japan
- Objectives of the Meeting Reports
- Business report, Consolidated Annual Financial Statements for the 67th Business Term (April 1, 2023 to March 31, 2024)
- Audit Report on concerning Consolidated Annual Financial Statements for the 67th Business Term by the Accounting Auditors and the Audit Board Members
Agenda
Proposal 1: Appropriation of Retained Earnings
Proposal 2: Election of Seven (7) Directors
Proposal 3: Election of Two (2) Auditors
Proposal 4: Revision of Remuneration Amounts for Auditors
―2―
【Voting by mail】 Please indicate your approval or disapproval on the enclosed voting form and return it to the Company by the time limit of 5:30 p.m. JPT (GMT+9) on Wednesday, June 12, 2024. If no indication of approval or disapproval is made on the voting form, it will be treated as an indication of approval.
【Voting by electronic measures】 Please refer to the section below and follow the directions on the screen to enter your approval or disapproval to the proposals by the above time limit.If you wish to exercise your voting rights by the Internet or other means, please confirm the following points before exercising.
1. Voting Site
- Voting by the Internet is only possible via PC or mobile phone accessing the Company designated website (https://evote.tr.mufg.jp) (The website is closed from 2:00 a.m. to 4:30 a.m. JPT (GMT+9) every day.).
- Depending on the internet usage environment, the services subscribed and models of the devices, the voting site may not be available.
- The Company will accept voting by the Internet until 5:30 p.m. JPT (GMT+9) on June 12, 2024 (Wednesday). Please exercise your voting rights as early as possible and contact the Helpdesk if you have any questions.
2. Voting by the Internet
(1) Using PC and mobile phone
Enter the "login ID" and "temporary password" printed on the voting card on the voting website (https://evote.tr.mufg.jp/) and follow the on-screen instructions to enter your support and/or opposition. To prevent unauthorized access by third parties other than shareholders and to prevent falsifying with the details of the voting, shareholders who use the site are requested to change the "temporary password".
(2) Using smartphone
By reading "QR code for login" on the voting card with your smartphone, you can automatically connect to the voting website and exercise your voting rights (You do not need to enter "Login ID" and "temporary password"). Depending on the smartphone model, you may not be able to log in with QR code. If you are unable to log in with QR code, please exercise your voting rights by PC referring to 2. (1).
*QR Code is the registered trademark of DENSO WAVE INCORPORATED.
―3―
3. Voting Rights Exercised Multiple Times
- Please note that if you exercise your voting rights in duplicate by mail and the Internet, your voting rights via the Internet will be treated as valid.
- If voting rights are exercised more than once by the Internet, the last vote shall be deemed to be valid.
4. Expenses incurred in accessing voting sites
Shareholders are responsible for the Internet connection and communication charges that arise when accessing the voting sites using PC, smartphone, or mobile phone.
Inquiries regarding the voting system
Stock Transfer Agency Department, Mitsubishi UFJ Trust and Banking Corporation (Helpdesk)
・Phone: 0120-173-027 (9 a.m. to 9 p.m. JPT (GMT+9))
[Voting Platform (To our institutional investors)]
Registered shareholders of the trust bank etc. (including standing proxy) may use the electronic voting platform operated by ICJ, if requested in advance.
References for the AGM
Proposal 1: Appropriation of Retained Earnings
Regarding year-end dividends, considering the business performance of the current fiscal year, future business development and so on, we would like to pay 48 JPY per share.
Details of year-end dividends:
-
Type of dividend property
Cash - The allocation of dividend property and the total amount
- JPY per share of our common stock Total amount: 3,625,699,008 JPY
- Date on which dividends from surplus takes effect. June 14, 2024
―4―
Proposal 2: Election of Seven (7) Directors
At the conclusion of this General Meeting, all seven (7) directors will expire their terms of office, so we would like to appoint seven (7) directors. When this proposal is approved, three
(3) of them are the independent outside directors out of the seven (7) directors.
Name | Number of | |||||
No. | Brief personal history | shares of the | ||||
(Date of Birth) | Company | |||||
held | ||||||
April 1979 | Joined ITOCHU Corporation | |||||
January 2002 | Managing Director, ITOCHU Textile | |||||
(Shanghai) Co. Ltd. | ||||||
April 2005 | General Manager, Textile Department | |||||
1, ITOCHU Corporation | ||||||
April 2007 | Executive Officer; Chief Operating | |||||
Officer, Textile Material & Fabric | ||||||
Division, ITOCHU Corporation | ||||||
April 2010 | Managing Executive Officer, Executive | |||||
Vice President, ITOCHU China Bloc | ||||||
(in charge of East China), ITOCHU | ||||||
Corporation | ||||||
April 2011 | Managing Executive Officer and CEO, | 81,200 | ||||
ITOCHU East Asia Bloc, ITOCHU | ||||||
Corporation | ||||||
April 2015 | Managing Executive Officer and | |||||
Shuichi Koseki | President, (Textile) Company, | |||||
ITOCHU Corporation | ||||||
1 | (July 2, 1955) | |||||
April 2016 | Director, Senior Managing Executive | |||||
Special interest in the Company | Officer and President, (Textile) | |||||
-None- | Company, ITOCHU Corporation | |||||
April 2017 | Senior Managing Executive Officer | |||||
and President, (Textile) Company, | ||||||
ITOCHU Corporation | ||||||
April 2019 | Advisor, DESCENTE LTD. | |||||
June 2019 | President and Representative Director, | |||||
DESCENTE LTD. (current position) |
(Reason for nomination of candidate for director)
Since joining ITOCHU Corporation, Mr. Shuichi Koseki has primarily engaged in the textile-related business. He was involved in the general management of the East Asia business, centered on the China business and, in April 2015, he assumed the position of President of the Textile Company. He has acquired wide-ranging knowledge of the textile industry through his extensive experience, as well as outstanding management skills. Since June 2019, as the Company's President and Representative Director, he has executed important business matters such as China business and profit improvement of Japan business, which enhancement is considered to be essential for the Company and he has executed the strategy steadily based on our mid-term management plan. As mentioned above, in view of his extensive management skills, professional expertise and ample experience, the Company considers that he is the most appropriate person to whom to entrust the future leadership of the Company, which is pursuing realization on its corporate philosophy and improved corporate value, so it is requested that he is re-elected as a director.
―5―
Name | Number of | |||||
No. | Brief personal history | shares of the | ||||
(Date of Birth) | Company | |||||
held | ||||||
April 1983 | Joined ITOCHU Corporation | |||||
April 2008 | General Manager, Brand Marketing | |||||
Division 2, ITOCHU Corporation | ||||||
April 2010 | Chief Operating Officer, Brand | |||||
Marketing Division 1, ITOCHU | ||||||
Corporation | ||||||
April 2014 | Executive Officer, Chief Operating | |||||
Officer, Brand Marketing Division 1, | ||||||
ITOCHU Corporation | ||||||
April 2016 | Executive Officer, Executive Vice | |||||
President, (Textile) Company, Chief | ||||||
Operating Officer, Brand Marketing 1 | ||||||
Division, ITOCHU Corporation | ||||||
April 2017 | Managing Executive Officer, Executive | 5,800 | ||||
Vice President, (Textile) Company, Chief | ||||||
Operating Officer, Brand Marketing 1 | ||||||
Division, ITOCHU Corporation | ||||||
2 | Masahiro Morofuji | April 2019 | Managing Executive Officer, Executive | |||
President, (Textile) Company, Executive | ||||||
(December 10, 1960) | ||||||
Advisory Officer for Osaka | ||||||
Special interest in the Company | Headquarters, ITOCHU Corporation | |||||
-None- | April 2023 | Vice President, Executive Officer, | ||||
DESCENTE LTD. | ||||||
June 2023 | Director, Vice President, Managing | |||||
Executive Officer, DESCENTE LTD. | ||||||
(current position) | ||||||
December | Director, DESCENTE JAPAN LTD. | |||||
2023 | (current position) |
(Reason for nomination of candidate for director)
Mr. Masahiro Morofuji has been primarily engaged in textile-related businesses since joining ITOCHU Corporation and was appointed President of the Textile Company in April 2019, which he was responsible for the company's management. He has also been involved in brand marketing for a long time, and since June 2023, as a director of the Company, he has advised and supervised our branding, which is essential to be strengthened in the Company. Since December 2023, as a Director of DESCENTE JAPAN LTD., he has contributed to strengthening branding in Japan business. Based on the above, we believe that he can contribute to the enhancement of the Company's corporate value due to his outstanding management skills, specialized knowledge, and extensive experience in the brand business, and we therefore request his election as a director.
―6―
Name | Number of | |||||
No. | Brief personal history | shares of the | ||||
(Date of Birth) | Company | |||||
held | ||||||
April 1984 | Joined ITOCHU Corporation | |||||
April 2008 | General Manager, Textile Material & | |||||
Fabric Department, ITOCHU | ||||||
Corporation | ||||||
April 2011 | Managing Director, ITOCHU Textile | |||||
Prominent (Asia) Ltd. | ||||||
April 2016 | Executive Officer, Chief Operating | |||||
Officer, Fashion Apparel Division 2, | ||||||
ITOCHU Corporation | ||||||
April 2019 | Managing Executive Officer, Executive | |||||
Vice President, (Textile) Company, Chief | ||||||
Operating Officer, Fashion Apparel | ||||||
Division, ITOCHU Corporation | ||||||
May 2021 | Senior Managing Executive Officer, | 20,400 | ||||
Assistant to the President, DESCENTE | ||||||
LTD. | ||||||
Director, DESCENTE JAPAN LTD. | ||||||
Motonari Shimizu | ||||||
April 2022 | Chairman, DESCENTE KOREA LTD. | |||||
(February 3, 1962) | ||||||
June 2022 | Director, Senior Managing Executive | |||||
3 Special interest in the Company | Officer, DESCENTE LTD. | |||||
Director, DESCENTE JAPAN LTD. | ||||||
- None- | ||||||
(current position) | ||||||
April 2023 | President and Representative Director, | |||||
DESCETNE GLOBAL RETAIL LTD. | ||||||
(current position) | ||||||
October | Chairman, Representative Director, | |||||
2023 | DESCENTE KOREA LTD. | |||||
(current position) |
(Reason for nomination of candidate for director)
Since joining ITOCHU Corporation, Mr. Motonari Shimizu has been involved in purchasing and selling apparel and textile materials at the Textile Company of ITOCHU Corporation. In addition, he was stationed in Hong Kong for 11 years, in London and Milan for 4 years and was involved not only in trading operations but also in the management of overseas operating companies. In 2019, he was responsible for the management as Managing Executive Officer, (Textile) Company Executive Vice President and Chief Operating Officer of Fashion Apparel Division in ITOCHU Corporation. Since May 2021, as Senior Managing Executive Officer of DESCENTE., he has been advising and supervising Japan business. Since April 2022, as Chairman of DESCENTE KOREA LTD and since April 2023, as Representative Director of DESCENTE GLOBAL RETAIL LTD., and since October 2023, not only as Chairman but also as Representative Director of DESCENTE KOREA LTD., he has also been responsible for South Korea business. He has abundant knowledge in the textile industry and experience as an executive and is the right person to execute not only Japan but also Asian business strategies, so it is requested that he is elected as a director.
―7―
Name | Number of | ||||||
No. | Brief personal history | shares of the | |||||
(Date of Birth) | Company | ||||||
held | |||||||
April 1992 | Joined DESCENTE LTD. | ||||||
April 2013 | Managing Director, SHANGHAI | ||||||
DESCENTE COMMERCIAL CO., | |||||||
LTD | |||||||
April 2018 | Manager, le coq sportif BM, | ||||||
DESCENTE LTD. | |||||||
April 2019 | Executive Officer, Manager, le coq | ||||||
sportif BM, DESCENTE LTD. | |||||||
April 2020 | Executive Officer, Division | ||||||
Manager, le coq sportif Marketing | |||||||
Division, DESCENTE JAPAN LTD. | |||||||
April 2021 | Executive Officer, Division | 7,100 | |||||
Manager, le coq sportif / arena | |||||||
Marketing Division, DESCENTE | |||||||
JAPAN LTD. | |||||||
Takeshi Shimada | September 2022 | Managing Director, LE COQ | |||||
4 | (May 31, 1969) | SPORITF (NINGBO) CO., LTD. | |||||
Special interest in the Company | April 2023 | Senior Executive Officer, Division | |||||
Manager, Brand Marketing Division | |||||||
- None- | |||||||
June 2023 | Director, Managing Executive | ||||||
Officer, DESCENTE LTD. | |||||||
(current position) | |||||||
President and Representative | |||||||
Director, DESCENTE JAPAN LTD. | |||||||
(current position) |
(Reason for nomination of candidate for director)
After joining the company, Mr. Takeshi Shimada was in charge of domestic sales and corporate planning before being stationed in China for a total of 12 years from 2005. In 2013, he was appointed as General Manager of SHANGHAI DESCENTE COMMERCIAL CO., LTD. which is the core of our China business, and was involved in product planning, production, wholesale, and retail business of "Munsingwear" and "arena" brands. After returning to Japan in 2018, he was responsible for the Japan, South Korea, and China business of "le coq sportif" and "arena" brands, which are important to our brand strategy, and has improved profitability of both brands. Since June 2023, as a Director and Managing Executive Office of DESCENTE LTD., and President and Representative Director of DESCENTE JAPAN LTD., he is responsible to improve profitability of our group, especially in Japan business. We request his election as a director of the Company, as we believe that he has abundant overseas experience as well as the ability to realize the improvement of profitability of the Japanese business as an executive of the Company.
―8―
Name | Number of | ||||||
No. | Brief personal history | shares of the | |||||
(Date of Birth) | Company | ||||||
held | |||||||
April 1984 | Joined Daimaru Matsuzakaya | ||||||
Department Stores Co., Ltd. | |||||||
(Formerly Daimaru Department | |||||||
Stores Co., Ltd.) | |||||||
November 1999 | Joined World Co., Ltd. | ||||||
November 2005 | President, artemis Inc. (current | ||||||
position) | |||||||
April 2017 | Expert member of Japan Fashion | ||||||
Color Association, Ladies Wear | |||||||
Section (current position) | - | ||||||
June 2022 | Outside Director, DESCENTE LTD. | ||||||
(current position) | |||||||
Yasuyo Kasahara | |||||||
5 | (July 20, 1961) | ||||||
Special interest in the Company -None-
(Reason for nomination as candidate for outside director and roles to be expected)
Yasuyo Kasahara was involved in sales, buyer assistant and sales promotion of women's apparel at Daimaru Matsuzakaya Department Store Co., Ltd. After 3 years of stationing in Milan, she worked as a central buyer of women's apparel and goods. Since then, in World Co., Ltd. She has not only worked as an Aqua Girl senior buyer, but was also involved in the branding and management business of multi brand stores and expanded its insight. Currently, she is independent and performs apparel branding, buying direction, and other functions as a fashion director, including being involved in the planning and operation of the women's floor in SIXIEME GINZA. She is an expert member of Japan Fashion Color Association, Ladies Wear Section. Her extensive experience and knowledge in women's apparel and retail business has provided appropriate advice and supervision of the execution in the expansion of the DTC business, which we are aiming for in Japan business, and so it is requested that she is elected as a director.
―9―
Name | Number of | ||||
No. | Brief personal history | shares of the | |||
(Date of Birth) | Company | ||||
held | |||||
April 1995 | Registered as a lawyer (Tokyo Bar | ||||
Association) and joined Ozawa & | |||||
Akiyama | |||||
May 2000 | Registered as a lawyer in New York | ||||
State | |||||
July 2000 | Paul Hastings LLP (U.S.) | ||||
July 2001 | Returned to Ozawa & Akiyama | ||||
(current position) | |||||
June 2019 | Outside Auditor, DESCENTE LTD. | ||||
(current position) | - | ||||
Koichi Yoshioka | |||||
6 | (September 3, 1968) | ||||
Special interest in the Company | |||||
-None- | |||||
(Reason for nomination as candidate for outside director and roles to be expected)
Mr. Koichi Yoshioka possesses many years' experience as a lawyer, during which he has accumulated expertise and extensive knowledge of corporate legal affairs. Since June 2019, he has properly audited execution of duties by directors as our outside auditor. He is well versed in the Company's management strategies, as well as the current status and issues at each operating company. We request his election as an outside director so that he can provide accurate advice and supervise the Company's business execution not only from the viewpoint of legality but also from the viewpoint of appropriateness.
―10―
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
DESCENTE Ltd. published this content on 17 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 May 2024 01:23:01 UTC.