[Translation]
This document has been translated from the Japanese original for the convenience of non-Japanese shareholders. In the event of any discrepancy between this document and the Japanese original, the original shall prevail.
Securities code: 3106 June 7, 2024
To our shareholders:
Haruya Fujita
President
KURABO INDUSTRIES LTD.
7-1, Honmachi, Kurashiki, Okayama
(Osaka Head Office: 4-31,2-chome,Kyutaro-machi,Chuo-ku, Osaka)
NOTICE OF THE 216th ORDINARY GENERAL MEETING OF SHAREHOLDERS
We hereby announce the 216th Ordinary General Meeting of Shareholders of KURABO INDUSTRIES LTD. (the "Company"), which will be held as indicated below.
In convening this Ordinary General Meeting of Shareholders, the Company has taken measures for providing information that constitutes the content of reference documents for the General Meeting of Shareholders, etc. in electronic format (electronic provision measures matters) and posted them as the "NOTICE OF THE 216th ORDINARY GENERAL MEETING OF SHAREHOLDERS and informational materials for the general meeting of shareholders" on the Company's website. Please access the Company's website below to confirm the information.
The Company website: https://www.kurabo.co.jp/ir/irshareholdersmeeting/ (in Japanese)
In addition to the Company's website above, electronic provision measures matters are also made available on each of the following websites.
Website for posted informational materials for the general meeting of shareholders: https://d.sokai.jp/3106/teiji/ (in Japanese)
Tokyo Stock Exchange (TSE) website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
(To confirm the information at the TSE website (Listed Company Search), please access the URL above, enter or search for the issue name (company name) or securities code, and select "Basic information" and "Documents for public inspection/PR information.")
Given that you are able to exercise your voting rights beforehand without attending the meeting by doing so in writing or via the Internet, etc. please take all possible efforts to exercise your voting rights beforehand. When exercising your votes beforehand, the Company asks you to review the Reference Documents for the Ordinary General Meeting of Shareholders, read the Instructions for exercising voting rights on pages 3 to 4, and exercise your voting rights by 6:00 p.m., Monday, June 24, 2024 (Japan Standard Time).
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[Translation]
Meeting Details
- Date and Time: Tuesday, June 25, 2024 at 10:00 a.m. (Japan Standard Time)
- Venue:KURASHIKI IVY SQUARE
7-2, Honmachi, Kurashiki, Okayama
3. Purposes:
Matters to be reported:
- Business Report and Consolidated Financial Statements for the 216th fiscal year (from April 1, 2023 to March 31, 2024) and Reports of Audit on the Consolidated Financial Statements by the Accounting Auditor and the Audit and Supervisory Committee
- Non-ConsolidatedFinancial Statements for the 216th fiscal year (from April 1, 2023 to March 31, 2024)
Matters to be resolved:
Proposal 1: Appropriation of Surplus for the 216th Fiscal Year
Proposal 2: Election of Seven (7) Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)
Proposal 3: Election of Four (4) Directors Who Are Audit and Supervisory Committee Members
4. Other Matters Concerning the Meeting:
- If you do not indicate your approval or disapproval of the proposals in your vote, the Company will assume that you have voted in favor of the proposals.
- If you exercise your voting rights more than once via the Internet, etc. the last exercise will be deemed valid.
- If you exercise your voting rights both by mail and via the Internet, etc. the one exercised via the Internet, etc. will be deemed valid.
- In the event that you exercise your voting rights diversely, you are required to send notice providing the details and reasons. Please note that you must ensure the notice arrives three (3) days prior to the day of the Ordinary General Meeting of Shareholders.
- For those attending, please present the enclosed voting form at the reception desk on arrival at the meeting.
- In the event that any revision is made to an electronic provision measures matter, a statement to that effect, and the matter before and after the revision will be posted on each of the above website on the Internet.
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[Translation]
To institutional investors
Instructions for exercising voting rights
Institutional investors may use the "Electronic Platform to Exercise Voting Rights" operated by ICJ, Inc.
Exercising voting rights by mail
Deadline: To be valid, votes must be received by 6:00 p.m., Monday, June 24, 2024 (Japan Standard Time)
Please indicate your vote of approval or disapproval of each proposal on the enclosed voting form, and return the form to us.
If you do not indicate your approval or disapproval of the proposals, the Company will assume that you have voted in favor of the proposals.
Exercising voting rights via the Internet
Deadline: To be valid, votes must be received by 6:00 p.m., Monday, June 24, 2024 (Japan Standard Time)
Please read the following page and indicate your vote of approval or disapproval of each proposal through the voting website.
If you exercise your voting rights more than once via the Internet using a PC and a smartphone, etc., the last vote will be deemed valid.
- If you exercise your voting rights both by mail and via the Internet, etc. the one exercised via the Internet, etc. will be deemed valid.
-
In the event that you exercise your voting rights diversely, you are required to send notice providing the details and reasons. Please note that you must ensure the notice arrives three
(3) days prior to the day of the Ordinary General Meeting of Shareholders.
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[Translation]
Instruction for Exercise of Voting Rights via the Internet
Scanning QR code
You can simply login to the voting website without entering your login ID and temporary password printed on the Voting Form.
- Please scan the QR code located on the right side of the Voting Form.
- "QR code" is a registered trademark of DENSO WAVE INCORPORATED.
- Indicate your approval or disapproval by following the instructions on the screen.
Entering login ID and temporary password
Voting Website: https://evote.tr.mufg.jp/ (in Japanese)
- Please access the Voting Website.
- Enter your "login ID" and "temporary password" printed on the Voting Form.
- Indicate your approval or disapproval by following the instructions on the screen.
In case you need instructions for how to operate your personal computer/smartphone in order to exercise your voting rights via the Internet, please contact:
Stock Transfer Agency (Help Desk), Mitsubishi UFJ Trust and Banking Corporation
Tel: 0120-173-027
(Toll free only from Japan / Hours: 9:00 a.m. to 9:00 p.m. JST)
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[Translation]
Instructions for Accessing Streamed Video
After the 216th Ordinary General Meeting of Shareholders
The matters reported on the day of the Ordinary General Meeting of Shareholders and other such content will be made available in video streaming format for a certain period of time via the Company's website (link below) as soon as possible upon conclusion of the meeting and once preparations are made.
We appreciate your understanding with respect to our need to film the meeting proceedings, and furthermore hope that shareholders who do not attend in person on the meeting day will take advantage of this access.
The Company's website (https://www.kurabo.co.jp/ir/irshareholdersmeeting/) (in Japanese)
From July 8, 2024, until October 31, 2024 (tentative)
Note: The period of online availability is subject to change due to certain circumstances.
- Shareholders are to assume all costs and charges incurred for online access to the content.
- Please note that we will take steps to ensure privacy and avoid filming shareholders in attendance when filming the meeting, and accordingly intend to edit the streamed video in cases where shareholders inadvertently appear in the footage.
- Online availability of the meeting footage is subject to change or cancellation due to certain circumstances.
- The streamed video to be posted after the meeting will be offered in Japanese only.
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[Translation]
Reference Documents for the Ordinary General Meeting of Shareholders
Proposals and Reference Matters
Proposal 1: Appropriation of Surplus for the 216th Fiscal Year
The Company regards the return of profits to its shareholders as one of its key priorities, and continuous and stable distribution of dividend is basic policy. In order to determine a specific amount of the dividend, the Company takes into account comprehensively profit conditions, corporate strength and dividend payout ratio, etc. from medium to long term perspective.
In accordance with the above policy, the year-end dividend for the 216th fiscal year is proposed to be ¥60.00 per share as follows, in consideration of the trend of business results and other factors. Accordingly, including the interim dividend of ¥40.00 per share, the annual dividend for the 216th fiscal year will be ¥100.00 per share, a ¥30.00 increase compared with the annual dividend for the previous fiscal year.
Matters concerning the year-end dividend
- Type of dividend property: Cash
-
Allocation of dividend assets to be paid to shareholders and total dividend amount: ¥60.00 per share of common stock of the Company
Total amount: ¥1,086,136,320 - Effective date of dividends from surplus: June 26, 2024
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[Translation]
Proposal 2: Election of Seven (7) Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)
As the term of office of all seven (7) Directors (excluding Directors who are Audit and Supervisory Committee Members; the same shall apply hereinafter in this proposal) is to expire at the conclusion of this Ordinary General Meeting of Shareholders, the Company proposes to elect seven (7) Directors.
The candidates for Director are as follows.
Nomination of the candidates for Director has been decided based on reports from the Nomination and Remuneration Advisory Committee, which the Company voluntarily established.
Board of | |||
No. | Name | Current positions and areas of responsibility in the Company | Directors |
Meeting | |||
Attendance |
1 | Haruya Fujita | Representative Director, President | 15/15 | ||||
(100%) | |||||||
Reelection | |||||||
2 | Atsushi Kitabatake | Representative Director, Director, Senior Managing Executive | 15/15 | ||||
Officer | (100%) | ||||||
Reelection | General Manager, Textile Business Division | ||||||
Responsibility | |||||||
3 | Toshio Baba | Representative Director, Director, Senior Managing Executive | 15/15 | ||||
Officer | |||||||
(100%) | |||||||
Reelection | General Manager, Chemical Products Division | ||||||
Responsibility | |||||||
4 | Kenshi Kawano | Director, Managing Executive Officer | 15/15 | ||||
Responsibility | General Manager, Advanced Technology | ||||||
(100%) | |||||||
Reelection | |||||||
Division | |||||||
5 | Shinji Nishigaki | Director, Managing Executive Officer | 12/12 | ||||
Responsibility | Manager, Industrial Materials Sales Department, | ||||||
(100%) | |||||||
Reelection | |||||||
Chemical Products Division | |||||||
Director, Executive Officer | |||||||
6 | Susumu Inaoka | Responsibility | Officer in charge of Managerial Planning | 15/15 | |||
Department, Personnel Department, Environment | (100%) | ||||||
Reelection | |||||||
& Construction Department, Intellectual Property | |||||||
Department and Technical Research Laboratory | |||||||
Director, Executive Officer | |||||||
7 | Hiroshi Fujii | Responsibility | Officer in charge of Finance & Accounting | 15/15 | |||
Department, System & EDP Department, General | (100%) | ||||||
Reelection | |||||||
Administration Department and Estate Promotion | |||||||
Department |
Note: Regarding the Board of Director Meeting attendance of Mr. Shinji Nishigaki, the total number of Board of Director Meetings counted is different from that of other candidates for Director because he was elected for a Director at the Ordinary General Meeting of Shareholders held on June 29, 2023.
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[Translation]
1 | Haruya Fujita | Date of birth: July 26, 1958 | |||||||||||||||
Reelection | |||||||||||||||||
Number of the Company's | Important concurrent | Board of Directors | |||||||||||||||
Special interest | |||||||||||||||||
shares held | with the Company | positions | Meeting Attendance | ||||||||||||||
17,700 shares | None | None | 15/15 | ||||||||||||||
Career summary | Reasons for appointing as a candidate for Director | ||||||||||||||||
(positions and areas of responsibility in the Company) | Mr. Haruya Fujita assumed the position of Director | ||||||||||||||||
Apr. 1983 | Joined the Company | ||||||||||||||||
of the Company in June 2012, and as Representative | |||||||||||||||||
Jun. 2012 | Director, Executive Officer of the Company | ||||||||||||||||
Director and President since June 2014 he has | |||||||||||||||||
Jun. 2013 | Director, Managing Executive Officer of the | ||||||||||||||||
demonstrated outstanding management capability, | |||||||||||||||||
Company | facilitating the enhancement of corporate value. The | ||||||||||||||||
Jun. 2014 | Representative Director, President of the | Company has appointed Mr. Fujita as a candidate for | |||||||||||||||
Company (to present) | Director, judging that he is a talented individual who | ||||||||||||||||
is capable of continuing to manage the whole Group | |||||||||||||||||
appropriately as a Director to contribute to the further | |||||||||||||||||
enhancement of corporate value. | |||||||||||||||||
2 | Atsushi Kitabatake | Date of birth: January 11, 1960 | |||||||||||||||
Reelection | |||||||||||||||||
Number of the Company's | Important concurrent | Board of Directors | |||||||||||||||
Special interest | |||||||||||||||||
shares held | with the Company | positions | Meeting Attendance | ||||||||||||||
6,800 shares | None | None | 15/15 | ||||||||||||||
Career summary | Reasons for appointing as a candidate for Director | ||||||||||||||||
(positions and areas of responsibility in the Company) | Mr. Atsushi Kitabatake assumed the position of | ||||||||||||||||
Apr. 1982 | Joined the Company | ||||||||||||||||
Director of the Company in June 2014 and | |||||||||||||||||
Apr. 2006 | Manager, Textile Materials Sales | ||||||||||||||||
Representative Director in June 2017, he has drawn | |||||||||||||||||
Department of the Company | |||||||||||||||||
on his wealth of experience and knowledge in all | |||||||||||||||||
Jun. 2013 | Executive Officer of the Company | ||||||||||||||||
aspects of textile business as the Director in charge of | |||||||||||||||||
Jun. 2014 | Director, Executive Officer of the Company | the textile business, facilitating the enhancement of | |||||||||||||||
Jun. 2017 | Representative Director, Director, Managing | corporate value. The Company has appointed Mr. | |||||||||||||||
Executive Officer of the Company | Kitabatake as a candidate for Director, judging that | ||||||||||||||||
he is a talented individual who is capable of | |||||||||||||||||
Jun. 2022 | Representative Director, Director, Senior | ||||||||||||||||
continuing to manage the whole Group appropriately | |||||||||||||||||
Managing Executive Officer of the Company | as a Director to contribute to the further enhancement | ||||||||||||||||
(to present) | of corporate value. |
(General Manager, Textile Business Division)
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[Translation]
3 | Toshio Baba | Date of birth: June 9, 1959 | ||||||||||||||
Reelection | ||||||||||||||||
Number of the Company's | Special interest | Important concurrent | Board of Directors | |||||||||||||
shares held | with the Company | positions | Meeting Attendance | |||||||||||||
6,400 shares | None | None | 15/15 | |||||||||||||
Career summary | Reasons for appointing as a candidate for Director | |||||||||||||||
(positions and areas of responsibility in the Company) | Mr. Toshio Baba assumed the position of Director of | |||||||||||||||
Apr. 1982 | Joined the Company | |||||||||||||||
the Company in June 2014 and Representative | ||||||||||||||||
Oct. 2004 | Manager, Industrial Materials Sales | |||||||||||||||
Director in June 2017, he has drawn on his wealth of | ||||||||||||||||
Department of the Company | ||||||||||||||||
experience and knowledge in all aspects of chemical | ||||||||||||||||
Jun. 2012 | Executive Officer of the Company | |||||||||||||||
products business as the Director in charge of the | ||||||||||||||||
Jun. 2014 | Director, Executive Officer of the Company | chemical products business, facilitating the | ||||||||||||||
Jun. 2017 | Representative Director, Director, Managing | enhancement of corporate value. The Company has | ||||||||||||||
Executive Officer of the Company | appointed Mr. Baba as a candidate for Director, | |||||||||||||||
judging that he is a talented individual who is capable | ||||||||||||||||
Jun. 2022 | Representative Director, Director, Senior | |||||||||||||||
of continuing to manage the whole Group | ||||||||||||||||
Managing Executive Officer of the Company | appropriately as a Director to contribute to the further | |||||||||||||||
(to present) | enhancement of corporate value. | |||||||||||||||
(General Manager, Chemical Products Division) | ||||||||||||||||
4 | Kenshi Kawano | Date of birth: March 19, 1962 | ||||||||||||||
Reelection | ||||||||||||||||
Number of the Company's | Special interest | Important concurrent | Board of Directors | |||||||||||||
shares held | with the Company | positions | Meeting Attendance | |||||||||||||
6,200 shares | None | None | 15/15 | |||||||||||||
Career summary | ||||||||||||||||
Reasons for appointing as a candidate for Director | ||||||||||||||||
(positions and areas of responsibility in the Company) | Mr. Kenshi Kawano assumed the position of Director | |||||||||||||||
Apr. 1985 | Joined the Company | |||||||||||||||
of the Company in June 2017, and since then he has | ||||||||||||||||
Apr. 2011 | Manager, Hong Kong Branch of the | |||||||||||||||
drawn on his wealth of experience and knowledge in | ||||||||||||||||
Company and President of Kurabo Denim | ||||||||||||||||
all aspects of advanced technology business as the | ||||||||||||||||
(HK) Limited | ||||||||||||||||
Director in charge of advanced technology business, | ||||||||||||||||
Sep. 2013 | Manager, Hong Kong Branch of the | |||||||||||||||
facilitating the enhancement of corporate value. The | ||||||||||||||||
Company | Company has appointed Mr. Kawano as a candidate | |||||||||||||||
Apr. 2014 | Assistant to Manager, Managerial Planning | for Director, judging that he is a talented individual | ||||||||||||||
Department of the Company | who is capable of continuing to manage the whole | |||||||||||||||
Jun. 2014 | Executive Officer of the Company | Group appropriately as a Director to contribute to the | ||||||||||||||
further enhancement of corporate value. | ||||||||||||||||
Jun. 2017 | Director, Executive Officer of the Company | |||||||||||||||
Jun. 2020 | Director, Managing Executive Officer of the | |||||||||||||||
Company (to present) |
(General Manager, Advanced Technology Division)
- 9 -
[Translation]
5 | Shinji Nishigaki | Date of birth: July 11, 1962 | ||||||||||||||||
Reelection | ||||||||||||||||||
Number of the Company's | Important concurrent | Board of Directors | ||||||||||||||||
Special interest | ||||||||||||||||||
shares held | with the Company | positions | Meeting Attendance | |||||||||||||||
3,300 shares | None | None | 12/12 | |||||||||||||||
Career summary | Reasons for appointing as a candidate for Director | |||||||||||||||||
(positions and areas of responsibility in the Company) | Mr. Shinji Nishigaki assumed the position of Director | |||||||||||||||||
Apr. 1986 | Joined the Company | |||||||||||||||||
of the Company in June 2023, and since then he has | ||||||||||||||||||
Jun. 2014 | Manager, Industrial Materials Sales | |||||||||||||||||
demonstrated outstanding management capability in | ||||||||||||||||||
Department of the Company (to present) | ||||||||||||||||||
all aspects of chemical products business, in | ||||||||||||||||||
Apr. 2018 | Manager, Industrial Materials Sales | |||||||||||||||||
particular, as the Director in charge of high- | ||||||||||||||||||
Department and Manager, KUMAMOTO | performance resin products for semiconductor | |||||||||||||||||
Office and R&D Center of the Company | manufacturing equipment, a growth and priority | |||||||||||||||||
Jun. 2018 | Executive Officer of the Company | business for the Company, facilitating the | ||||||||||||||||
Jun. 2022 | Managing Executive Officer of the Company | enhancement of corporate value. The Company has | ||||||||||||||||
Jun. 2023 | Director, Managing Executive Officer of the | appointed Mr. Nishigaki as a candidate for Director, | ||||||||||||||||
judging that he is a talented individual who is capable | ||||||||||||||||||
Company (to present) | of continuing to manage the whole Group | |||||||||||||||||
(Manager, Industrial Materials Sales Department, Chemical | appropriately as a Director to contribute to the further | |||||||||||||||||
Products Division) | enhancement of corporate value. | |||||||||||||||||
6 | Susumu Inaoka | Date of birth: June 3, 1960 | ||||||||||||||||
Reelection | ||||||||||||||||||
Number of the Company's | Important concurrent | Board of Directors | ||||||||||||||||
Special interest | ||||||||||||||||||
shares held | with the Company | positions | Meeting Attendance | |||||||||||||||
7,100 shares | None | None | 15/15 | |||||||||||||||
Career summary | ||||||||||||||||||
Reasons for appointing as a candidate for Director | ||||||||||||||||||
(positions and areas of responsibility in the Company) | Mr. Susumu Inaoka assumed the position of Director | |||||||||||||||||
Apr. 1983 | Joined the Company | |||||||||||||||||
of the Company in June 2014, and since then he has | ||||||||||||||||||
May 2007 | Manager, Chemical Products Administration | |||||||||||||||||
drawn on his wealth of experience and knowledge in | ||||||||||||||||||
Department of the Company | managerial planning, personnel policy, intellectual | |||||||||||||||||
Jun. 2010 | Standing Auditor of the Company | |||||||||||||||||
property strategy and R&D, etc. as the Director in | ||||||||||||||||||
Jun. 2014 | Director, Executive Officer of the Company | charge of managerial planning, personnel, | ||||||||||||||||
(to present) | environment and construction, intellectual property | |||||||||||||||||
(Officer in charge of Managerial Planning Department, | and the Technical Research Laboratory, facilitating | |||||||||||||||||
the enhancement of corporate value. The Company | ||||||||||||||||||
Personnel Department, Environment & Construction | ||||||||||||||||||
has appointed Mr. Inaoka as a candidate for Director, | ||||||||||||||||||
Department, Intellectual Property Department and Technical | ||||||||||||||||||
Research Laboratory) | judging that he is a talented individual who is capable | |||||||||||||||||
of continuing to manage the whole Group | ||||||||||||||||||
appropriately as a Director to contribute to the further enhancement of corporate value.
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Kurabo Industries 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 08:25:06 UTC.
















