Note: This document has been 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 Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.
(Stock Exchange Code 4975) June 13, 2023 (Introduction date of measures for electronic provision: June 5, 2023)
To Shareholders with Voting Rights:
Masashi Kimura
Representative Director, President and CEO
JCU CORPORATION
8-1 Higashiueno 4-chome,Taito-ku,
Tokyo, Japan
NOTICE OF
THE 63RD ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially notified of the 63rd Annual General Meeting of Shareholders of JCU CORPORATION (the "Company"). The meeting will be held for the purposes as described below.
In holding this meeting, we are introducing measures for electronic provision. Electronic provision measures matters are posted on the following website.
[Company website] https://www.jcu-i.com/english/news/category/newsrelease/
[Website carrying materials for general meetings of shareholders] https://s.srdb.jp/4975/(Japanese only)
[Tokyo Stock Exchange website (Listed Company Search service)] https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
(Access the above TSE website and search by entering "JCU" in the "Issue name (company name)" text box or the stock exchange code, "4975," in the "Code" text box. Click "Basic information" and then "Documents for public inspection/PR information." The information is available in the "Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting" section below the "Filed information available for public inspection" header.)
If you cannot attend the meeting in person, you can exercise 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 5:30 p.m. on Tuesday, June 27, 2023, Japan time.
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1. Date and Time: Wednesday, June 28, 2023, at 10:00 a.m. Japan time
(The reception desk opens at 9:30 a.m.)
2. Place:Conference room at the Head Office of the Company located at TIXTOWER UENO 16F, 8-1 Higashiueno 4-chome,Taito-ku, Tokyo, Japan
3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company's
63rd Fiscal Year (April 1, 2022 - March 31, 2023) and results of audits by the Accounting Auditor and the Audit & Supervisory Board of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company's 63rd Fiscal Year (April 1, 2022 - March 31, 2023)
Proposal to be resolved:
Proposal: Election of ten (10) Directors
- Of the electronic provision measures matters, the following items are not included in the paper copy to be sent to shareholders who have requested it based on laws and regulations and provisions of Article 16 of the Articles of Incorporation of the Company.
- Status of Accounting Auditors and Systems for Ensuring Proper Operation of Business and Implementation Status of Such Systems of the business report
- Consolidated Statements of Changes in Shareholders' Equity and Notes to the Consolidated Financial Statements of the consolidated financial statements
- Non-ConsolidatedBalance Sheet, Non-Consolidated Statement of Income, Non-Consolidated Statements of Changes in Shareholders' Equity, and Notes to the Non-Consolidated Financial Statements of the non-consolidated financial statements
- Accounting Audit Report on Consolidated Financial Statements, Accounting Audit Report on Non- Consolidated Financial Statements, and Audit Report by the Audit & Supervisory Board of the audit report
Therefore, the paper copy to be sent to shareholders who have requested it forms part of the documents audited by the Audit & Supervisory Board Members and the Accounting Auditor in preparing audit reports.
- Any revisions to the electronic provision measures matters will be posted on the websites on which they are posted.
- In order to prevent the spread of the novel coronavirus infection, we recommend that you exercise your voting rights in writing or via the Internet. Shareholders attending the meeting in person are kindly requested to check the status of the infection and their physical condition on the day of the meeting and take measures to prevent infection before visiting.
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Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal: Election of ten (10) Directors
The term of office of all ten (10) Directors will expire at the conclusion of this year's Annual General Meeting of Shareholders. Accordingly, the election of ten (10) Directors is proposed.
The candidates are as follows:
Attendance at | ||||
No. | Name | Positions and responsibilities at the Company | the Board of | |
Directors | ||||
meetings | ||||
1 | Masashi Kimura | Representative Director, President and CEO | 100% | |
Reappointment | Member, Nomination and Remuneration Advisory | |||
(17/17) | ||||
Committee | ||||
2 Akihisa Omori
Reappointment
Managing Director, Managing Executive Officer | 100% |
(17/17) | |
3 Takanori Arata
Reappointment
Managing Director, Managing Executive Officer | 100% |
(17/17) | |
4 Hirofumi Ikegawa
Reappointment
Managing Director, Managing Executive Officer | 100% |
(17/17) | |
5 Yoji Inoue
Reappointment
Director, Managing Executive Officer | 100% |
(17/17) | |
6 Fumihiko
Araake
Reappointment
Director, Managing Executive Officer | 100% |
(17/17) | |
External Director | ||||||||
7 | Koki Morinaga | Reappointment | 100% | |||||
External Director | Chair, Nomination and Remuneration Advisory | |||||||
(17/17) | ||||||||
Committee | ||||||||
Independent | ||||||||
External Director | ||||||||
8 | Mayumi | Reappointment | 100% | |||||
External Director | Member, Nomination and Remuneration Advisory | |||||||
Yamamoto | (17/17) | |||||||
Independent | Committee | |||||||
External Director | ||||||||
9 | Muneaki Kiyota | Reappointment | 94% | |||||
External Director | Acting Chair, Nomination and Remuneration | |||||||
(16/17) | ||||||||
Advisory Committee | ||||||||
Independent | ||||||||
External Director | ||||||||
10 | Masayuki | Reappointment | 100% | |||||
External Director | Member, Nomination and Remuneration Advisory | |||||||
Itagaki | (17/17) | |||||||
Independent | Committee | |||||||
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No. | Name | Past experience, positions, responsibilities | Number of | |
shares of the | ||||
(Date of birth) | and significant concurrent positions | |||
Company held | ||||
April 1980 | Joined EBARA DENSAN LTD. | |||
April 2004 | General Manager of Printed Circuit Chemicals Department | |||
of EBARA DENSAN LTD. | ||||
April 2010 | Joined the Company as General Manager of DENSAN | |||
August 2010 Vice President of JCU (THAILAND) CO., LTD. | ||||
June 2013 | Managing Officer | |||
April 2016 | Managing Officer and Division Manager of Corporate | |||
Strategy Office | ||||
[Reappointment] | June 2016 | Director, Managing Officer and Division Manager of | ||
Corporate Strategy Office | ||||
Masashi Kimura | ||||
June 2017 | Director, Senior Executive Managing Officer and Division | |||
(February 9, 1958) | ||||
Manager of Corporate Strategy Office | ||||
February 2018 Director, Senior Executive Managing Officer, Division | ||||
Manager of Corporate Strategy Office and Division | ||||
1 | Manager of Administration Division | 15,773 | ||
April 2018 | Representative Director, President and COO and Division | |||
Manager of Corporate Strategy Office | ||||
April 2019 | Representative Director, President and COO | |||
April 2021 | Representative Director, President and CEO (present | |||
position) | ||||
(Reasons for selection | as candidate for Director) | |||
Mr. Masashi Kimura was appointed as Representative Director, President and COO in 2018, | ||||
timed with the launch of the medium-term management plan "Next 50 Innovation," and actively | ||||
led the efforts to set up a plant in China and strengthen marketing. After being appointed as | ||||
Representative Director, President and CEO in 2021, he has actively promoted the current | ||||
medium-term management plan "Next 50 Innovation 2nd," demonstrating a high level of | ||||
leadership, creativity, and management ability, even in the face of numerous geopolitical | ||||
management issues, including the recent spread of COVID-19 and U.S.-China trade friction. With | ||||
his high level of expertise and great insight regarding the Company's overall operations, it was | ||||
determined that he should continue to be a candidate for Director. | ||||
January 1990 | Joined the Company | |||
April 2010 | Branch Manager of Osaka Branch | |||
June 2012 | Division Manager of Corporate Strategy Office | |||
April 2014 | Managing Executive Officer and Division Manager of | |||
[Reappointment] | Corporate Strategy Office | |||
Akihisa Omori | June 2014 | Director, Managing Officer and Division Manager of | ||
(October 2, 1965) | Corporate Strategy Office | |||
April 2015 | President of JCU INTERNATIONAL, INC. | |||
June 2016 | Managing Director, Executive Managing Officer | |||
2 | April 2019 | Managing Director, Executive Managing Officer, General | 12,009 | |
Manager, R&D Center (present position) | ||||
(Reasons for selection | as candidate for Director) | |||
Mr. Akihisa Omori has held various key positions mainly in the Company's sales department | ||||
and has served as the President of JCU INTERNATIONAL, INC. He currently serves in a key | ||||
position in the research division as General Manager of the R&D Center. As we have entered the | ||||
final year of the period covered by the current medium-term management plan, he has actively | ||||
pursued the development of environmentally friendly products to build a corporate foundation | ||||
from an ESG perspective as one of the Company's goals and new products aimed to be global | ||||
standards. With his high level of expertise and great insight regarding the Company's overall | ||||
operations, it was determined that he should continue to be a candidate for Director. |
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No. | Name | Past experience, positions, responsibilities | Number of | |
shares of the | ||||
(Date of birth) | and significant concurrent positions | |||
Company held | ||||
September 2006 Joined the Company | ||||
June 2009 | General Manager of Accounting Department of | |||
Administration Division | ||||
April 2014 | Managing Executive Officer and Division Manager of | |||
Administration Division | ||||
June 2014 | Director, Managing Officer and Division Manager of | |||
Administration Division | ||||
[Reappointment] | April 2015 | Director, Managing Officer and Assistant General | ||
Manager of Chemical Business Division | ||||
Takanori Arata | ||||
April 2016 | Director, Managing Officer and Deputy Division | |||
(May 13, 1967) | ||||
Manager of Sales Division | ||||
June 2016 | Managing Director, Executive Managing Officer and | |||
Deputy Division Manager of Sales Division | ||||
3 | April 2021 | Managing Director, Managing Executive Officer and | 12,178 | |
General Manager, Sales Headquarters | ||||
April 2022 | Managing Director, Managing Executive Officer and | |||
Chairman and President, JCU SHENZHEN TRADING | ||||
CORPORATION (present position) |
(Reasons for selection as candidate for Director)
Mr. Takanori Arata has held various key positions in the Company's administrative operations. As General Manager of Sales Headquarters from 2021, he has actively pursued business expansion in China and the rest of Asia, which have driven the Company's sales, and he has been in charge of controlling domestic and overseas sales/marketing activities. In 2022, he assumed the office of Chairman and President of JCU SHENZHEN TRADING CORPORATION to take quick action on the further expanding market in China. With this high level of expertise and great insight regarding the Company's overall operations, it was determined that he should continue to be a candidate for Director.
August 1984 | Joined Fuji Machinery Mfg. & Electronics Co., Ltd. | ||
June 2004 | Director and General Manager, Administration Division | ||
June 2009 | President and Representative Director | ||
June 2010 | Director, Kyoden Co., Ltd. | ||
November 2013 Joined the Company as Branch Manager of Osaka Branch | |||
[Reappointment] | January 2015 | President, JCU TAIWAN CORPORATION | |
April 2016 | Managing Officer | ||
Hirofumi Ikegawa | |||
(July 29, 1965) | April 2018 | Managing Officer and Division Manager of | |
Administration Division | |||
June 2019 | Director, Executive Managing Officer and Division | ||
Manager of Administration Division | |||
4 | June 2020 | Managing Director, Managing Executive Officer and | 3,668 |
General Manager, Administration Headquarters (present | |||
position) |
(Reasons for selection as candidate for Director)
Mr. Hirofumi Ikegawa has held key positions in the Company's sales and administrative divisions both in Japan and overseas, in addition to his experience of serving as representative director before he joined the Company. He has a high level of expertise and great insight regarding the Company's overall operations. In addition, amid the constantly changing management environment of the Company, including foreign exchange volatility, the global movement toward environmental regulation, and a growing need for hedging geopolitical risk, he has demonstrated great management capability. Therefore, it was determined that he should continue to be a candidate for Director.
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Disclaimer
JCU Corporation published this content on 05 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 June 2023 08:28:00 UTC.