GUNZE LIMITED
[Disclaimer: Please note that the following purports to be an excerpt translation from the original Proxy Statement of GUNZE LIMITED prepared for the convenience of shareholders outside Japan with voting rights. However, in case of any discrepancy between the translation and the Japanese original, the latter shall prevail. Please also be advised that certain expressions for domestic procedures that are not applicable to the aforesaid shareholders have been omitted or modified to avoid confusion.]
June 3, 2024
Start Date of Electronic Provision Measures: May 31, 2024
To Our Shareholders:
NOTICE OF CONVOCATION OF
THE 128TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
This Notice of Convocation is to inform you that the 128th Ordinary General Meeting of Shareholders of GUNZE LIMITED will be held as described below.
In conjunction with the convening of this Ordinary General Meeting of Shareholders, the Company has adopted measures to provide the information that constitutes the contents of the Reference Documents for the General Meeting of Shareholders and other information (matters subject to electronic provision measures) in an electronic format, and has posted this information on the websites listed below under "NOTICE OF CONVOCATION OF THE 128TH ORDINARY GENERAL MEETING OF SHAREHOLDERS" and " MATTERS OMITTED FROM THE DOCUMENTS TO BE DELIVERED BASED ON THE LAWS, REGULATIONS AND ARTICLES OF INCORPORATION WITH REPECT TO THE NOTICE OF CONVENTION OF THE 128TH ORDINARY GENERAL MEETING OF SHAREHOLDERS" Please access Company's website at the following link to review the information.
The Company's website: https://www.gunze.co.jp/english/ir/shareholders/meeting/
Those matters subject to electronic provision measures are also posted on the website of the Tokyo Stock Exchange (TSE). Please access the TSE website (Listed Company Search) at the following link,
enter the issue name "GUNZE" or the Company's securities code "3002" and click on Search. Then, click "Basic information" and select "Documents for public inspection/PR information" to review the
posted information.
TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
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You have a choice in exercising your voting rights by either attending the General Meeting of Shareholders in person, via the Internet, or in writing. Whichever method you choose, please refer to the "Guide to Exercising Voting Rights via the Internet, etc." described later and exercise your voting rights no later than 5:00 p.m. on Monday, June 24, 2024 (JST).
Yours very truly,
GUNZE LIMITED
1 Zeze, Aono-cho,Ayabe-shi Kyoto, Japan
By: Toshiyasu Saguchi
Representative Director and President
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PARTICULARS
- Date and Time of the Meeting: 1:00 p.m., Tuesday, June 25, 2024 [Registration starts at Noon]
- Place of the Meeting:Auditorium, Head Office of the Company
1 Zeze, Aono-cho,Ayabe-shi, Kyoto, Japan - Agenda of the Meeting:
Matters for Reporting:
- Report on the Results of Operations, the Consolidated Accounting Documents and Non-Consolidated Accounting Documents for the 128th Business Term (from April 1, 2023 to March 31, 2024).
- Report on the Results of Audits for the Consolidated Accounting Documents by Accounting Auditors and the Board of Corporate Auditors for the 128th Business Term (from April 1, 2023 to March 31, 2024).
Matters for Resolution:
First Proposition: Proposed Disposal of Surplus
Second Proposition: Election of Nine (9) Directors
- Those shareholders who have not requested delivery of paper-based documents will receive a paper copy containing a portion of the Reference Documents for the General Meeting of Shareholders and a Report on the Results of Operations. In addition, those shareholders who have requested delivery of paper-based documents will receive a paper copy containing the matters subject to electronic provision measures in accordance with the relevant provisions of laws and regulations and the Company's Articles of Incorporation. A paper copy containing the matters subject to electronic provision measures will not be provided to shareholders who attend the meeting in person. Shareholders attending the meeting in person who require a paper copy containing the matters subject to electronic provision measures are requested to print out a copy from either of the above-listedwebsites and bring this or the actual paper copy at hand with them on the day of the meeting.
-
The following information is not presented in the paper copy stating the matters subject to electronic provision measures:
Report on the Results of Operations: "Matters regarding the Company's Stock Acquisition Rights, etc.," "Systems to Ensure Propriety in Business Operations," "Outline of Implementation of Systems to Ensure Appropriate Business Operations of the Company," "Basic Policy for Corporate Control." Consolidated Financial Statements: "Consolidated Statements of Changes in Shareholders' Equity, etc.," "Notes to Consolidated Financial Statements." Non-consolidated Financial Statements: "Non-consolidated Statements of Changes in Shareholders' Equity, etc.," "Notes to Non-consolidated Financial Statements." These items of information are available on
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each of the websites listed on page 1 of this document under "Matters Omitted from the Documents to be Delivered." Accordingly, the aforementioned paper copy contains a portion of the Report on the Result of Operations, Consolidated Financial Statements and Non-consolidated Financial Statements audited by the Corporate Auditors during the preparation of the Report on the Results of Audits and the Consolidated Financial Statements and Non-consolidated Financial Statements audited by the Accounting Auditors during the preparation of the Report on the Results of Accounting Audit.
- Any revision made to the contents of the matters subject to electronic provision measures up to the day before the date of the General Meeting of Shareholders will be posted on each of the websites listed on page 1 of this document in order to notify shareholders of such revision.
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Guide to Exercising Voting Rights via the Internet, etc.
When you exercise your voting rights via the Internet, please check the following guidelines and follow the procedures outlined below.
Deadline for accepting votes via the Internet:
5:00 p.m. on Monday, June 24, 2024
Voting via the Internet is possible by accessing the Site for Exercising Voting Rights (the "Voting Site"; https://evote.tr.mufg.jp/) designated by the Company. After accessing the Voting Site, log in using the login ID and temporary password shown on the voting form. You can also access the Voting Site via the QR code on the right side of the voting form. Then select "approve" or "disapprove" for each proposition by following the guidelines on the screen. (Please note that this site will be closed every day between the hours of 2:30 a.m. and 4:30 a.m.)
Votes via the Internet will be accepted until 5:00 p.m. on Monday, June 24, 2024. However, we ask that you vote sooner if possible.
Please note you will have to bear expenses incurred in accessing the Voting Site (Internet connection expenses, etc.).
If you vote more than once via the Internet, only your last vote will be considered valid. Also, if you vote both from your computer, smartphone and mobile phone, only your last vote will be considered valid.
For inquiries regarding the system, etc.
Mitsubishi UFJ Trust and Banking Corporation Stock Transfer Agent Department (Help Desk)
TOLL FREE: 0120-173-027
(Hours of operation: 9:00 a.m. through 9:00 p.m.)
Electronic Voting Platform for Institutional Investors
Institutional investors are entitled to use the Electronic Voting Platform operated by ICJ, Inc. for electromagnetically exercising their voting rights for this Ordinary General Meeting of Shareholders of GUNZE LIMITED.
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GENERAL MEETING OF SHAREHOLDERS
Propositions and Reference Matters:
First Proposition: | Proposed Disposal of Surplus |
It is proposed that surplus be disposed as follows:
1. Matters related to the term-end dividend:
Returning earnings to shareholders is one of the most important management policies of the Company. Accordingly, the Company will maintain a 100% total return ratio until the consolidated ROE exceeds the cost of shareholders' equity. At the same time, the Company strives to continuously provide a stable dividend based on a DOE (Dividend on Equity) ratio of 2.2% or higher.
In line with this basic policy, it is proposed that the 128th term-end dividend shall be as follows:
- Kind of asset distributed: Cash
-
Matter related to distribution of asset to shareholders and total amount: ¥153 per share of common stock of the Company
Total amount: ¥2,552,084,370 - Effective date for distribution of surplus:
June 26, 2024
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Second Proposition: | Election of Nine (9) Directors |
The terms of office of all nine (9) Directors will expire at the close of this General Meeting of Shareholders. It is therefore proposed that nine (9) Directors will be elected. The Company has established a policy regarding qualifications for Directors and nomination procedures in its Corporate Governance Guidelines. (Refer to the Company's website: https://www.gunze.co.jp/ir/policy/governance/.) All candidates for Directors in this Proposition are selected in accordance with the said policy. Please see "Reference 1" on page 13 and 14 for the applicable matters, as well as "Reference 2" on page 14 and 15 for the skills of each candidate for Director.
The candidates are as follows:
Percentage | |||||||||||||||
Candidate | Current Posts and | of | Number | ||||||||||||
Name | Attendance | of Years | |||||||||||||
No. | Responsibilities | ||||||||||||||
in BOD | in Office | ||||||||||||||
Meetings | |||||||||||||||
Representative Director, | |||||||||||||||
President, President Corporate | |||||||||||||||
Reelection | Toshiyasu | 100% | |||||||||||||
1 | Officer, and | 10 years | |||||||||||||
Male | Saguchi | (13/13) | |||||||||||||
Nomination/Remuneration | |||||||||||||||
Committee Member | |||||||||||||||
Reelection | Director and Nomination/ | ||||||||||||||
Outside | 100% | ||||||||||||||
2 | Hiroe Nakai | Remuneration Committee | 6 years | ||||||||||||
Independent | (13/13) | ||||||||||||||
Member (Chair) | |||||||||||||||
Female | |||||||||||||||
Reelection | Director and Nomination/ | ||||||||||||||
Outside | Osamu | 100% | |||||||||||||
3 | Remuneration Committee | 5 years | |||||||||||||
Independent | Kujiraoka | (13/13) | |||||||||||||
Member | |||||||||||||||
Male | |||||||||||||||
Reelection | Director and Nomination/ | ||||||||||||||
Outside | 100% | ||||||||||||||
4 | Rie Kida | Remuneration Committee | 4 years | ||||||||||||
Independent | (13/13) | ||||||||||||||
Member | |||||||||||||||
Female | |||||||||||||||
Director, Managing Corporate | |||||||||||||||
5 | Reelection | Makoto | Officer, and President and | 100% | 7 years | ||||||||||
Male | Kumada | Representative Director of | (13/13) | ||||||||||||
Gunze Development Co., Ltd. | |||||||||||||||
Director, Corporate Officer, | |||||||||||||||
Reelection | Ryoji | 100% | |||||||||||||
6 | and Company President of | 3 years | |||||||||||||
Male | Kawanishi | (13/13) | |||||||||||||
Apparel Company | |||||||||||||||
Director, Corporate Officer, | |||||||||||||||
7 | Reelection | Hirokazu | and General Manager of | 100% | 1 year | ||||||||||
Male | Sawada | Finance & Accounting | (9/9) | ||||||||||||
Department | |||||||||||||||
Managing Corporate Officer | |||||||||||||||
8 | New | Takahiro Oka | and General Manager of | -- | -- | ||||||||||
Male | Management & Strategy | ||||||||||||||
Department | |||||||||||||||
Corporate Officer and General | |||||||||||||||
New | Tomohisa | ||||||||||||||
9 | Manager of Technology | -- | -- | ||||||||||||
Male | Okuda | ||||||||||||||
Development Department | |||||||||||||||
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Note 1: As for Mr. Hirokazu Sawada, his status after he has assumed office of Director on June 25, | 2023 is shown | ||||||||||||||
above. | |||||||||||||||
Note 2: The term of office of Directors will expire at the close of the Ordinary General Meeting of | Shareholders. | ||||||||||||||
Name | Brief Personal Record, Current Posts, Responsibilities | Number of | |||||||||||||
No. | Shares of the | ||||||||||||||
(Date of Birth) | and Additional Important Posts | ||||||||||||||
Company | |||||||||||||||
Owned | |||||||||||||||
1 | Toshiyasu Saguchi | Mar. 1984 | Joined "GUNZE" | ||||||||||||
(Nov. 14, 1961) | Jun. 2014 | Director, Corporate Officer, and Company President of Plastic | 14,736 | ||||||||||||
Film Company, GUNZE | |||||||||||||||
Apr. 2017 | Managing Director, Managing Corporate Officer, and General | Number of years | |||||||||||||
Reelection | Manager of Management & Strategy Department, GUNZE | in office: 10 (at | |||||||||||||
Male | Jun. 2018 | Representative Director, Managing Corporate Officer, and | the close of the | ||||||||||||
General Manager of Management & Strategy Department, | Meeting) | ||||||||||||||
GUNZE | |||||||||||||||
Feb. 2019 | Member, Nomination/Remuneration Committee, GUNZE | ||||||||||||||
(to present) | |||||||||||||||
Jun. 2020 | Representative Director, Senior Managing Corporate Officer, and | ||||||||||||||
General Manager of Management & Strategy Department, | |||||||||||||||
GUNZE | |||||||||||||||
Jun. 2021 | Representative Director, President, and President Corporate | ||||||||||||||
Officer, GUNZE (to present) | |||||||||||||||
Reasons for supporting the candidate for Director | |||||||||||||||
Mr. Toshiyasu Saguchi assumed the position of the Representative Director, President and | |||||||||||||||
President Corporate Officer in June 2021. Since June 2020, he had appropriately promoted the | |||||||||||||||
formulation of the Company's medium-term management plan, M&A projects, etc., as a | |||||||||||||||
Representative Director and Senior Managing Officer. The Company would like Mr. Saguchi to | |||||||||||||||
continue serving the Company as a Director, as his leadership is deemed essential for | |||||||||||||||
continuously making a social contribution through sustainability management and for achieving | |||||||||||||||
the sustainable growth of the GUNZE Group in the future. Accordingly, the Company proposes | |||||||||||||||
that he be elected as a Director. | |||||||||||||||
2 | Hiroe Nakai | Apr. 1988 | Registered as an attorney (at Osaka Bar Association) | 1,500 | |||||||||||
(May 20, 1961) | Apr. 1995 | Established "Inoue and Nakai Law Office" | |||||||||||||
Sep. 2011 | Established "Hinata Law Office" | Number of years | |||||||||||||
Jun. 2013 | Outside Auditor, Endo Lighting Corp. | ||||||||||||||
in office: 6 (at | |||||||||||||||
Reelection | Aug. 2016 | Outside Auditor, Kansai Paint Co., Ltd. | |||||||||||||
Outside | Jun. 2018 | Director, GUNZE (to present) | the close of the | ||||||||||||
Independent | Feb. 2019 | Member (Chair), Nomination/Remuneration Committee, GUNZE | Meeting) | ||||||||||||
Female | Jun. 2023 | (to present) | |||||||||||||
Outside Auditor, Kansai Paint Co., Ltd. (to present) | |||||||||||||||
Reasons for supporting the candidate for outside Director and summary of expected roles | |||||||||||||||
The Company would like Ms. Hiroe Nakai to continue serving the Company, given her | |||||||||||||||
approximately six years of experience as an outside Director of the Company, as well as her | |||||||||||||||
ample experience as an attorney and knowledge in the field of corporate legal and general civil | |||||||||||||||
affairs. During her time of service, she has reflected an objective viewpoint into the Company's | |||||||||||||||
management decisions based on her ample experience and broad knowledge, while also | |||||||||||||||
exerting her maximum effort to oversee the Company's business operations from a fair and | |||||||||||||||
independent perspective. Moreover, as the chair of the Nomination/Remuneration Committee, | |||||||||||||||
she has actively provided advice and recommendations, which made a significant contribution | |||||||||||||||
to enhancing the GUNZE Group's corporate governance. The Company highly evaluates her | |||||||||||||||
experience and talent, and is expecting her to exercise supervision and give advice based on her | |||||||||||||||
objective insight and legal knowledge, once she is elected as an outside Director. For these | |||||||||||||||
reasons, the Company proposes that she be elected as an outside Director. |
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Name | Brief Personal Record, Current Posts, Responsibilities | Number of | |||||||||||
No. | Shares of the | ||||||||||||
(Date of Birth) | and Additional Important Posts | ||||||||||||
Company | |||||||||||||
Owned | |||||||||||||
3 | Osamu Kujiraoka | Apr. 1978 | Joined Nikkei Inc. | 1,300 | |||||||||
(Sept. 25, 1955) | Mar. 1988 | Seconded to Nikkei McGraw-Hill, Inc. (presently, Nikkei | |||||||||||
Business Publications, Inc.) | |||||||||||||
Mar. 2003 | Executive Officer and Chief of Operations, Nikkei McGraw-Hill, | Number of years | |||||||||||
Reelection | Inc. | ||||||||||||
in office: 5 (at | |||||||||||||
Jan. 2006 | Officer and Chief of Medical Affairs, Nikkei McGraw-Hill, Inc. | ||||||||||||
Outside | |||||||||||||
the close of the | |||||||||||||
and President and CEO, Nikkei Medical Publishing, Inc. | |||||||||||||
Independent | |||||||||||||
Meeting) | |||||||||||||
Mar. 2009 | Executive Officer, Nikkei McGraw-Hill Inc., President and CEO, | ||||||||||||
Male | |||||||||||||
Nikkei Business Publications America, Inc. and Nikkei Business | |||||||||||||
Publications Europe, Ltd. | |||||||||||||
Feb. 2015 | President and CEO, Nikkei Medical Publishing, Inc. | ||||||||||||
Jun. 2019 | Director and Member, Nomination/Remuneration Committee, | ||||||||||||
Oct. 2019 | GUNZE (to present) | ||||||||||||
President, Dakuon Co., Ltd. (to present) | |||||||||||||
Reasons for supporting the candidate for outside Director and summary of expected roles | |||||||||||||
The Company would like Mr. Osamu Kujiraoka to continue serving the Company, given his | |||||||||||||
approximately five years of experience as an outside Director of the Company, as well as his | |||||||||||||
career as an executive officer of a publishing company. During his time of service, he has | |||||||||||||
reflected an objective viewpoint into the Company's management decisions based on his ample | |||||||||||||
experience and broad knowledge especially in the medical field, one of the Company's high- | |||||||||||||
growth businesses, while also exerting his maximum effort to oversee the Company's business | |||||||||||||
operations from a fair and independent perspective. Moreover, as a member of the | |||||||||||||
Nomination/Remuneration Committee, he has actively provided advice and recommendations, | |||||||||||||
which made a significant contribution to enhancing the GUNZE Group's corporate governance. | |||||||||||||
The Company highly evaluates his experience and talent, and is expecting him to exercise | |||||||||||||
supervision and provide advice based on his ample experience and comprehensive knowledge | |||||||||||||
in the medical field, once he is elected as an outside Director. For these reasons, the Company | |||||||||||||
proposes that he be elected as an outside Director. | |||||||||||||
4 | Rie Kida | Apr. 1989 | Joined Luis Jitan Company | 600 | |||||||||
(May 27, 1969) | Apr. 1991 | Joined RESCO FORMATION Inc. | |||||||||||
Oct. 2000 | Joined IDEI CREATIVE AGENCY | ||||||||||||
Apr. 2003 | Joined HERSTORY CO., LTD. | Number of years | |||||||||||
Nov. 2009 | Managing Director, RESCO FORMATION Inc. | ||||||||||||
in office: 4 (at | |||||||||||||
Aug. 2010 | Organized Woman's Feelings Marketing Laboratory within | ||||||||||||
Reelection | |||||||||||||
the close of the | |||||||||||||
RESCO FORMATION Inc. and appointed Chief | |||||||||||||
Outside | |||||||||||||
Meeting) | |||||||||||||
Apr. 2013 | Established Woman's Feelings Marketing Laboratory Inc. | ||||||||||||
Independent | |||||||||||||
Representative Director, Woman's Feelings Marketing | |||||||||||||
Female | |||||||||||||
Laboratory Inc. (to present) | |||||||||||||
Jun. 2020 | Director and Member, Nomination/Remuneration Committee, | ||||||||||||
GUNZE (to present) | |||||||||||||
May 2024 | Outside Director, OKUWA Co., Ltd. (to present) |
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Name | Brief Personal Record, Current Posts, Responsibilities | Number of | ||||||
No. | Shares of the | |||||||
(Date of Birth) | and Additional Important Posts | |||||||
Company | ||||||||
Owned | ||||||||
Reasons for supporting the candidate for outside Director and summary of expected roles | ||||||||
The Company would like Ms. Rie Kida to continue serving the Company as an outside | ||||||||
Director, given her long-term experience in researching women's values, lifestyle and purchase | ||||||||
behaviors at the important position and in providing many clients with marketing support from | ||||||||
her own perspective. She has assumed responsible positions as an outside Director of the | ||||||||
Company for about four years. During her time of service, she has reflected an objective | ||||||||
viewpoint into the Company's management decisions based on her ample experience and broad | ||||||||
knowledge especially in the field of B to C transactions and women's empowerment, while also | ||||||||
exerting her maximum effort to oversee the Company's business operations from a fair and | ||||||||
independent perspective. Moreover, as a member of the Nomination/Remuneration Committee, | ||||||||
she has actively provided advice and recommendations, which made a significant contribution | ||||||||
to enhancing the GUNZE Group's corporate governance. The Company highly evaluates her | ||||||||
experience and talent, and is expecting her to exercise supervision and provide advice based on | ||||||||
her ample experience and comprehensive knowledge in the field of marketing and women's | ||||||||
empowerment, once she is elected as an outside Director. For these reasons, the Company | ||||||||
proposes that she be elected as an outside Director. | ||||||||
5 | Makoto Kumada | Mar. 1984 | Joined "GUNZE" | 7,075 | ||||
(Jul. 24, 1961) | Apr. 2017 | Corporate Officer and General Manager of Finance & Accounting | ||||||
Department, GUNZE | Number of years | |||||||
Jun. 2017 | Director, Corporate Officer, and General Manager of Finance & | |||||||
in office: 7 (at | ||||||||
Accounting Department, GUNZE | ||||||||
Reelection | Apr. 2022 | |||||||
Director, Managing Corporate Officer, and General Manager of | the close of the | |||||||
Male | ||||||||
Finance & Accounting Department, GUNZE | Meeting) | |||||||
Apr. 2023 | ||||||||
Director, Managing Corporate Officer, and President and | ||||||||
Representative Director, Gunze Development Co., Ltd. | ||||||||
(to present) | ||||||||
Reasons for supporting the candidate for Director | ||||||||
Since June 2022, Mr. Makoto Kumada has been involved in the management of the Company | ||||||||
as the Director in charge of the Lifestyle Creation segment. Also, since April 2023, he has been | ||||||||
striving for effective use of the Group's real estate as the President and Representative Director | ||||||||
of Gunze Development Co., Ltd. The Company would like Mr. Kumada to continue serving the | ||||||||
Company as a Director as his expertise is deemed essential for continuously promoting | ||||||||
GUNZE's group management in the future. Accordingly, the Company proposes that he be | ||||||||
elected as a Director. | ||||||||
6 | Ryoji Kawanishi | Apr. 1986 | Joined "GUNZE" | |||||
Apr. 2020 | Corporate Officer and General Manager of Management | 3,609 | ||||||
(Dec. 7, 1962) | ||||||||
Administrative Department, Apparel Company, GUNZE | ||||||||
Apr. 2021 | Corporate Officer, Company President of Apparel Company, and | Number of years | ||||||
General Manager of Management Administrative Department, | in office: 3 (at | |||||||
Apparel Company, GUNZE | the close of the | |||||||
Jun. 2021 | Director, Corporate Officer, and Company President of Apparel | Meeting) | ||||||
Reelection | ||||||||
Company, GUNZE (to present) | ||||||||
Male | Reason for supporting the candidate for Director | |||||||
Since April 2021, Mr. Ryoji Kawanishi has been working on business structure reforms as the | ||||||||
Company President of Apparel Company by accelerating the effort to transform the apparel | ||||||||
business into direct-to-consumer (DTC) model to meet changes in the external environment. | ||||||||
The Company would like Mr. Kawanishi to continue serving the Company as a Director as his | ||||||||
expertise is deemed essential for continuously promoting GUNZE's group management in the | ||||||||
future. Accordingly, the Company proposes that he be elected as a Director. |
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Gunze Ltd. published this content on 30 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 May 2024 06:27:04 UTC.