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.
Securities Code: 5192 June 6, 2024 Start date of measures for electronic provision: June 4, 2024
To Our Shareholders:
Hiroshi Ikeda Representative Director
Mitsuboshi Belting Ltd.
1-21, Hamazoedori 4-chome,Nagata-ku,Kobe-shi
Notice of the 109th Annual General Meeting of Shareholders
We are pleased to notify you that the 109th Annual General Meeting of Shareholders of Mitsuboshi Belting Ltd. (the "Company") will be held as follows.
When convening this Annual General Meeting of Shareholders, the Company takes measures for providing information that constitutes the content of reference documents (excluding the Voting Form) for the general meeting of shareholders, etc. (matters subject to measures for electronic provision) in electronic format, and posts this information as "Notice of the 109th Annual General Meeting of Shareholders" on the Internet. Please access any of the websites shown below to review the information.
The Company's website: https://www.mitsuboshi.com/stockholder/information/meeting.html (in Japanese)
Website for posted informational materials for the general meeting of shareholders: https://d.sokai.jp/5192/teiji/ (in Japanese)
The Company also has posted matters subject to measures for electronic provision on the Tokyo Stock Exchange (TSE) website. To access this information, access the TSE website (Listed Company Search) by using the Internet address shown below, enter "Mitsuboshi Belting Ltd." in "Issue name (company name)" or the Company's securities code "5192" in "Code," and click "Search." Then, click "Basic information" and select "Documents for public inspection/PR information." Under "Filed information available for public inspection," click "Click here for access" under "[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting]."
TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
If you are not attending the Meeting on the day, you may exercise your voting rights via the Internet, etc. or in writing (by postal mail). Please review the Reference Documents for the General Meeting of Shareholders, and exercise your voting rights no later than Wednesday, June 26, 2024, 5:15 p.m. (JST).
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1. Date & Time Thursday, June 27, 2024, at 10:00 a.m. (JST)
2. Venue | 1F Hall, the Kobe Head Office General Management Center of the Company |
1-35, Karumodori 5-chome,Nagata-ku,Kobe-shi |
3. Purpose of the Meeting Matters to be Reported
- The Business Report, Consolidated Financial Statements, and Non-consolidated Financial Statements for the 109th Fiscal Year (April 1, 2023 to March 31, 2024)
- The Results of the Audit of the Consolidated Financial Statements for the 109th Fiscal Year (April 1, 2023 to March 31, 2024) by the Accounting Auditor and the Audit & Supervisory Board
Matters to be Resolved
Proposal No. 1 Appropriation of Surplus
Proposal No. 2 Election of Eight (8) Directors
Proposal No. 3 Election of One (1) Audit & Supervisory Board Member
Proposal No. 4 Election of One (1) Substitute Audit & Supervisory Board Member
- When attending the meeting, please submit the Voting Form to the reception desk.
- If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions and the details of the matters before and after the revisions will be posted on the websites listed above.
- Other matters of guidance to shareholders may be posted on the Company's website provided above. Please access the Company's website as required to confirm the latest information.
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Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1 Appropriation of Surplus
The Company's basic capital policy is to enhance medium and long-term corporate and shareholder values by securing resources for investment in growth and enhancing shareholder returns.
In the review of the '21 Mid-Term Business Plan (April 1, 2021 to March 31, 2024) announced on May 13, 2022, the consolidated dividend payout ratio for the fiscal years ending March 2023 and 2024 is targeted at 100%. Comprehensively considering the above basic policy, the Company's performance for the current fiscal year, and its financial position, the Company proposes a year-end dividend of ¥125 per share as follows (annual dividend of ¥250 per share, the same amount as the previous fiscal year).
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Allotment of dividend property to shareholders and their aggregate amount ¥125 per common share of the Company
Total payment: ¥3,546,020,750 - Effective date of dividends of surplus June 28, 2024
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Proposal No. 2 Election of Eight (8) Directors
The terms of office of eight (8) Directors, Hiroshi Ikeda, Masayoshi Nakajima, Toshimi Kumazaki, Keiji Mataba, Shinji Kuramoto, Ryuzo Miyao, Shinya Okuda, and Yuka Miyake will expire at the conclusion of this Annual General Meeting of Shareholders. Therefore, the Company proposes the election of eight (8) Directors (including three (3) Outside Directors).
Candidates for Directors are resolved by the Board of Directors based on the report by the Nomination and Remuneration Advisory Committee, an advisory body to the Board of Directors.
The candidates for Directors are as follows:
Candidate | Name | Position in the Company | |||
No. | |||||
1 | Hiroshi Ikeda | Representative Director | Reelection | ||
President, Executive Officer | Male | ||||
2 | Toshimi Kumazaki | Director | Reelection | ||
Managing Executive Officer | Male | ||||
3 | Keiji Mataba | Director | Reelection | ||
Managing Executive Officer | Male | ||||
4 | Shinji Kuramoto | Director | Reelection | ||
Managing Executive Officer | Male | ||||
5 | Kazuhiro Takeda | Managing Executive Officer | New election | ||
Male | |||||
Reelection | |||||
6 | Shinya Okuda | Director (Outside) | Outside | ||
Independent | |||||
Male | |||||
Reelection | |||||
7 | Yuka Miyake | Director (Outside) | Outside | ||
Independent | |||||
Female | |||||
New election | |||||
8 | Yasuhiro Tsuji | Audit & Supervisory Board Member (Outside) | Outside | ||
Independent | |||||
Male | |||||
Reelection: | Candidate for re-election as Director | ||||
New election: Candidate for new election as Director | |||||
Outside: | Candidate for Outside Director | ||||
Independent: | Independent officer as provided for by the stock exchange | ||||
Male: | Candidate for male Director | ||||
Female: | Candidate for female Director |
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Relationship | |||||
Candidate | Name | Biography, Position, Responsibility and Important Concurrent | Number of the | of Special | |
Company's | Interest in | ||||
No. | (Date of birth) | Position | |||
Shares Owned | the | ||||
Company | |||||
Apr. 1981 | Joined the Company | ||||
Dec. 1999 | General Manager of Automotive Belts & | ||||
Parts Sales Department, Industrial Materials | |||||
Division | |||||
July 2007 | Seconded to Mitsuboshi Overseas | ||||
Hiroshi Ikeda | Headquarters Private Limited | ||||
Apr. 2012 | Executive Officer of the Company | ||||
(July 8, 1957) | |||||
Feb. 2015 | General Manager of Office of the President | 29,095 | |||
None | |||||
Reelection | Feb. 2016 | General Manager of Corporate Planning | shares | ||
Division and General Manager of Tokyo | |||||
Male | |||||
General Affairs Department | |||||
1 | |||||
Apr. 2016 | Managing Executive Officer | ||||
June 2019 | Director | ||||
June 2019 | In charge of General Affairs Department | ||||
June 2021 | Representative Director and President, | ||||
Executive Officer (current position) | |||||
Reasons for nomination as candidate for Director | |||||
Hiroshi Ikeda has a wealth of experience and broad insight in the sales field and management operations, including serving | |||||
as the head of the sales and the corporate planning within the Company Group. The Company has determined that he is an | |||||
appropriate person to strongly promote the further enhancement of the corporate value of the Company Group and achieve | |||||
the new mid-term business plan based on his broad perspective and his ability to act and lead, and has continued to | |||||
nominate him as a candidate for Director. |
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Relationship | |||||
Candidate | Name | Biography, Position, Responsibility and Important Concurrent | Number of the | of Special | |
Company's | Interest in | ||||
No. | (Date of birth) | Position | |||
Shares Owned | the | ||||
Company | |||||
Apr. 1981 | Joined the Company | ||||
Apr. 2010 | General Manager of Shikoku Area | ||||
Production Department of Production | |||||
Department, Industrial Materials Division | |||||
Jan. 2012 | General Manager of Production Department, | ||||
Industrial Materials Division and Plant | |||||
Manager of Shikoku Plant, General Affairs | |||||
Department, Corporate Administration | |||||
Division | |||||
Toshimi Kumazaki | Mar. 2013 | President of PT. Seiwa Indonesia | |||
Sept. 2015 | President of Stars Technologies Industrial | ||||
(November 10, 1957) | |||||
Limited | 19,243 | ||||
None | |||||
Reelection | Apr. 2017 | Executive Officer of the Company | shares | ||
Oct. 2019 | General Manager of Production Control | ||||
2 | Male | ||||
Center, Industrial Materials Group | |||||
Apr. 2020 | Managing Executive Officer (current | ||||
position) | |||||
June 2020 | In charge of Finance & Accounting | ||||
Department (current position) | |||||
June 2021 | Director (current position) | ||||
Apr. 2022 | Director General of Production Division | ||||
(current position) and General Manager of | |||||
Production Engineering Department of the | |||||
Division |
Reasons for nomination as candidate for Director
Toshimi Kumazaki has a wealth of experience and broad insight in the production field and management operations, including serving as the head of the production and the finance, and overseas subsidiaries within the Company Group. The Company has determined that he is an appropriate person to further streamline and improve the production system in the Company Group and to supervise the business execution, and has continued to nominate him as a candidate for Director.
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Relationship | ||||||
Candidate | Name | Biography, Position, Responsibility and Important Concurrent | Number of the | of Special | ||
Company's | Interest in | |||||
No. | (Date of birth) | Position | ||||
Shares Owned | the | |||||
Company | ||||||
Apr. 1987 | Joined the Company | |||||
July 2005 | President of MBL Shanghai International | |||||
Trading Co., Ltd. | ||||||
Sept. 2013 | General Manager of Global Business | |||||
Functional Enhancement Team, Industrial | ||||||
Keiji Mataba | Materials Group (Sales Supervision) of the | |||||
Company | ||||||
(November 20, 1962) | ||||||
Apr. 2014 | Executive Officer | 14,943 | ||||
None | ||||||
Reelection | Dec. 2015 | General Manager of Administration | shares | |||
Department, Industrial Materials Group | ||||||
Male | ||||||
3 | Apr. 2016 | Managing Executive Officer (current | ||||
position) | ||||||
June 2021 | Director (current position) | |||||
Apr. 2022 | Director General of Industrial Materials | |||||
Sales Division and in charge of Legal | ||||||
Department (current position) | ||||||
Reasons for nomination as candidate for Director | ||||||
Keiji Mataba has a wealth of experience and broad insight in the sales field, including serving as the head of the sales and | ||||||
an overseas subsidiary within the Company Group. The Company has determined that he is an appropriate person to | ||||||
expand the Company Group's earnings and create new demand for the Company's products and to supervise the business | ||||||
execution, and has continued to nominate him as a candidate for Director. | ||||||
Apr. 1981 | Joined the Company | |||||
Sept. 2003 | General Manager of Purchasing Department, | |||||
Corporate Administration Division | ||||||
July 2008 | General Manager of Personnel Department, | |||||
Corporate Administration Division | ||||||
Feb. 2011 | General Manager of Functional Parts, | |||||
Systems & Metal Products Sales | ||||||
Shinji Kuramoto | Department, Industrial Materials Division | |||||
May 2013 | General Manager of Personnel Department | |||||
(June 29, 1957) | 20,218 | |||||
Apr. 2016 | Executive Officer | None | ||||
Reelection | shares | |||||
Apr. 2019 | Managing Executive Officer | |||||
Male | ||||||
Apr. 2021 | Vice-Senior Managing Executive Officer | |||||
4 | Apr. 2022 | Director General of Personnel & | General | |||
Affairs Division (current position) and | ||||||
General Manager of Personnel Department of | ||||||
the Division | ||||||
June 2022 | Director (current position) | |||||
June 2022 | Managing Executive Officer (current | |||||
position) | ||||||
Reasons for nomination as candidate for Director | ||||||
Shinji Kuramoto has a wealth of experience and broad insight in the administration field, including serving as the head of | ||||||
the purchasing, the sales, the HR and personnel development, the general affairs, and the promotion of Digital | ||||||
Transformation within the Company Group. The Company has determined that he is an appropriate person to further | ||||||
strengthen the management and administrative structure of the Group, to invest in human capital and intellectual property, | ||||||
to develop and secure diverse human resources, and to supervise the execution of business operations, and has continued | ||||||
to nominate him as a candidate for Director. |
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Relationship | |||||
Candidate | Name | Biography, Position, Responsibility and Important Concurrent | Number of the | of Special | |
Company's | Interest in | ||||
No. | (Date of birth) | Position | |||
Shares Owned | the | ||||
Company | |||||
Apr. 1983 | Joined the Company | ||||
Apr. 2009 | General Manager of Powertransmission | ||||
Belts Technical Department No. 2 of Belts & | |||||
System Technical Department, Industrial | |||||
Materials Division | |||||
Mar. 2012 | General Manager of Belts & System | ||||
Technical Department and Power | |||||
Transmission Belts Development | |||||
Department of the Department, Industrial | |||||
Materials Division | |||||
July 2015 | President of MITSUBOSHI POLAND Sp.z | ||||
o.o. | |||||
Kazuhiro Takeda | Apr. 2018 | General Manager Powertransmission Belts | |||
Technical Department No. 1 of Belts & | |||||
(June 24, 1960) | |||||
System Technical Department, Industrial | 11,295 | ||||
None | |||||
New election | Materials Group of the Company | shares | |||
Apr. 2019 | Executive Officer | ||||
Male | |||||
Apr. 2019 | General Manager of Production Department | ||||
5 | |||||
and Shikoku Area Production Department of | |||||
the Department, Industrial Materials Group | |||||
and in charge of Shikoku Area | |||||
Jan. 2021 | President of Mitsuboshi Belting Giken Co., | ||||
Ltd. | |||||
Apr. 2021 | Managing Executive Officer of the Company | ||||
(current position) | |||||
Apr. 2024 | Director General of Technical Division and | ||||
General Manager of Belt Drive Train | |||||
Products & Systems Department of the | |||||
Division and in charge of Digital & IT | |||||
Division (current position) |
Reasons for nomination as candidate for Director
Kazuhiro Takeda has a wealth of experience and broad insight in the technology-related operations and the production field, including serving as the head of the technology, the production, the promotion of Digital Transformation, and overseas subsidiaries within the Company Group. The Company has determined that he is an appropriate person for the promotion of technological development in the Company Group and the improvement of the quality of the Company's products and services as well as for supervising the business execution, and has nominated him as a candidate for Director.
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Relationship | |||||
Candidate | Name | Biography, Position, Responsibility and Important Concurrent | Number of the | of Special | |
Company's | Interest in | ||||
No. | (Date of birth) | Position | |||
Shares Owned | the | ||||
Company | |||||
Apr. 1976 | Joined Ministry of International Trade and | ||||
Industry (current Ministry of Economy, | |||||
Trade and Industry) | |||||
May 2007 | Senior Managing Director, Kansai Economic | ||||
Federation | |||||
July 2008 | Joined Sumitomo Metal Industries, Ltd. | ||||
June 2011 | Director and Senior Managing Executive | ||||
Officer | |||||
Shinya Okuda | Oct. 2012 | Managing Executive Officer of Nippon Steel | |||
& Sumitomo Metal Corporation (current | |||||
(July 26, 1952) | |||||
Nippon Steel Corporation) | 1,200 | ||||
Reelection | June 2015 | Senior Managing Director, Petroleum | |||
shares | None | ||||
Association of Japan (current position) | |||||
Outside | |||||
Independent | June 2019 | Audit & Supervisory Board Member of the | |||
Male | Company | ||||
June 2020 | Director (current position) | ||||
6 | June 2020 | Director, Institute of Energy Economics, | |||
Japan (current position) | |||||
June 2021 | Director, Japan Energy Association (current | ||||
position) |
[Significant concurrent positions outside the Company] Senior Managing Director, Petroleum Association of Japan Director, Institute of Energy Economics, Japan Director, Japan Energy Association
Reasons for nomination as candidate for Outside Director and summary of expected roles
Shinya Okuda has served in important positions at the Ministry of Economy, Trade and Industry and the Kansai Economic Federation, and has been involved in management at Sumitomo Metal Industries, Ltd. and other companies, offering a wealth of experience, achievements, and deep insight as a manager. During his tenure as an Outside Audit & Supervisory Board Member and Outside Director of the Company, he has thoroughly fulfilled his responsibilities, including by actively expressing his opinions and providing advice from an independent and objective standpoint at meetings of the Board of Directors, the Nomination and Remuneration Advisory Committee, and other bodies. In order to continue to utilize this abundant knowledge, experience, etc., in the management of the Company, the Company has continued to nominate him as a candidate for Outside Director.
In addition, the Company expects him to continue to advise, supervise, and monitor the Company's management through the Board of Directors, the Nomination and Remuneration Advisory Committee, and other bodies from an independent and objective standpoint, and to provide appropriate evaluation, etc., of the management's business execution.
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Relationship | |||||
Candidate | Name | Biography, Position, Responsibility and Important Concurrent | Number of the | of Special | |
Company's | Interest in | ||||
No. | (Date of birth) | Position | |||
Shares Owned | the | ||||
Company | |||||
Apr. 1999 | Joined the Company | ||||
Jan. 2002 | Joined Asahi Arthur Andersen Ltd. | ||||
Dec. 2003 | Joined Tohmatsu Tax Co. | ||||
Feb. 2004 | Registered as a certified tax accountant | ||||
(Kinki Certified Public Tax Accountants' | |||||
Association) | |||||
Yuka Miyake | Apr. 2006 | Director of Yuka Miyake Tax Accountant | |||
(October 19, 1975) | Office (current position) | ||||
Reelection | Oct. 2012 | Director of Oval Consulting (current | 500 shares | None | |
position) | |||||
Outside | Dec. 2017 | Audit & Supervisory Board Member of | |||
Independent | |||||
Ambitious Co., Ltd. | |||||
Female | |||||
June 2021 | Director of Hyogo Council of Social Welfare | ||||
(current position) | |||||
7 | June 2022 | Director of the Company (current position) | |||
[Significant concurrent positions outside the Company] | |||||
Director of Yuka Miyake Tax Accountant Office | |||||
Director of Oval Consulting | |||||
Director of Hyogo Council of Social Welfare | |||||
Reasons for nomination as candidate for Outside Director and summary of expected roles | |||||
Yuka Miyake has professional knowledge and experience cultivated as a certified tax accountant. She has also been | |||||
engaged in management at Oval Consulting, and has a wealth of experience, achievements, and high-level insight as a | |||||
management consultant. She has also been actively involved in public-private partnership projects and possesses high | |||||
insight in the area of human capital. Throughout her tenure as an Outside Director of the Company, she has thoroughly | |||||
fulfilled her responsibilities, including by actively expressing her opinions and providing advice from an independent and | |||||
objective standpoint at meetings of the Board of Directors, the Nomination and Remuneration Advisory Committee, and | |||||
other bodies. In order to continue to utilize this abundant knowledge, experience, etc., in the management of the Company, | |||||
the Company has continued to nominate her as a candidate for Outside Director. | |||||
In addition, the Company expects her to continue to advise, supervise, and monitor the Company's management through | |||||
the Board of Directors, the Nomination and Remuneration Advisory Committee, and other bodies from an independent and | |||||
objective standpoint, and to provide appropriate evaluation, etc., of the management's business execution. |
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Mitsuboshi Belting Ltd. published this content on 03 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 June 2024 15:23:03 UTC.