IMPORTANT NOTICE: THIS DOCUMENT IS AN ABRIDGED TRANSLATION OF THE ORIGINAL NOTICE IN JAPANESE. THIS TRANSLATED DOCUMENT IS PREPARED ONLY FOR REFERENCE PURPOSES AND MERELY FOR THE CONVENIENCE OF SHAREHOLDERS OUTSIDE OF JAPAN. THIS TRANSLATED DOCUMENT DOES NOT REPLACE OR AMEND THE JAPANESE ORIGINAL WHICH IS THE OFFICIAL DOCUMENT FOR ALL PURPOSES. IN THE EVENT OF ANY DISCREPANCY BETWEEN THIS TRANSLATED DOCUMENT AND THE JAPANESE ORIGINAL, THE JAPANESE ORIGINAL SHALL PREVAIL. THE COMPANY ASSUMES NO RESPONSIBILITY FOR THIS TRANSLATION AND SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT OR OTHER TYPES OF DAMAGES ARISING FROM THE USE OR RELIANCE OF THIS TRANSLATION.
(Securities Code No.: 4183)
May 29, 2024
Mitsui Chemicals, Inc.
2-1, Yaesu 2-chome,
Chuo-ku, Tokyo, Japan
HASHIMOTO Osamu, President & CEO
CONVOCATION NOTICE FOR
THE 27th ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
Notice is hereby given that the 27th Ordinary General Meeting of Shareholders of Mitsui Chemicals, Inc. (the "Company") will be held as detailed below; we request your attention in reviewing this Convocation Notice.
Date and Time: Tuesday, June 25, 2024 at 10:00 a.m. (Reception desk opens at 9:00 a.m.)
Place:Nihonbashi Mitsui Hall, 4th floor of Coredo Muromachi 1, 2-1,Nihonbashi-Muromachi2-chome,Chuo-ku, Tokyo, Japan
In convening this General Meeting of Shareholders, we have taken measures for the electronic provision of the information that is contained in the Reference Materials for the General Meeting of Shareholders (Electronic Provision Matters), which is posted on each of the following Internet websites, so please access any of these websites to confirm the information.
[The Company's Website] https://jp.mitsuichemicals.com/jp/ir/library/notice/index.htm (in Japanese)
[General Meeting of Shareholders Materials Website] https://d.sokai.jp/4183/teiji/ (in Japanese)
[Listed Company Search (Tokyo Stock Exchange)] https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
(If accessing the TSE website listed above, please enter and search for the stock issue name (Mitsui Chemicals, Inc.) or 4183, and select "Basic information" and "Documents for public inspection/PR information" to confirm the information.)
1. Business report, consolidated financial statements and the results of auditing consolidated financial statements by accounting auditors and Board of Corporate Auditors for the 27th fiscal year (April 1, 2023 to March 31, 2024)
2. Non-consolidated financial statements for the 27th fiscal year (April 1, 2023 to March 31, 2024)
B. Proposals No. 1: | Appropriation of surplus |
No. 2: | Election of eight (8) Directors |
1 |
No. 3: Election of One (1) Corporate Auditor
- You may exercise your voting rights in writing (by mail) or electronically (via the Internet, etc.). We kindly ask you to exercise your voting rights as indicated by the information provided concerning exercise of voting rights on the following page, after reviewing this Convocation Notice.
- If revisions to this Convocation Notice or Electronic Provision Matters arise, notice of the revisions and the details of the matters before and after the revisions will be posted on the above websites.
2
Exercise of voting rights
Shareholders may exercise their voting rights by the following methods:
Exercise of voting rights in writing (by mail)
Indicate your approval or disapproval for each of the proposals on the Voting Rights Exercise Form and send the completed form to the Company.
If you do not indicate your approval or disapproval for each of the proposals on the returned voting form, it will be treated as if you indicated your approval.
Votes to be received by: 5:40 p.m. on Monday, June 24, 2024.
Exercise of voting rights via the Internet, etc.
By reading the QR code: Access the website designated by the Company for exercising voting rights (https://www.web54.net (in Japanese)) by using your electronic device to read the QR code on the lower right of the Voting Rights Exercise Form, and indicate your approval or disapproval for each of the proposals. You can enter without using the voting right exercise code and the password.
By entering the voting right exercise code and the password: Access the website designated by the Company for exercising voting rights (https://www.web54.net (in Japanese)), and indicate your approval or disapproval for each of the proposals.
In exercising voting rights via the Internet, enter the voting right exercise code and the password shown on the Voting Rights Exercise Form, and follow the instructions on the display.
Votes to be transmitted by: 5:40 p.m. on Monday, June 24, 2024.
Please use the contact number below if you have any difficulties when voting by the Internet using a personal computer or smartphone.
Dedicated line for Transfer Agent Web Support, Sumitomo Mitsui Trust Bank, Limited: Tel: 0120-652-031 (Toll free, within Japan only)
(9:00 a.m. to 9:00 p.m. Japan time)
Institutional investors may use the electronic voting rights exercise platform operated by Investor Communications Japan Inc.
-
When voting rights are exercised in duplicate, both in writing and via the Internet, the vote that is received last shall be deemed effective. However, if votes arrive on the same day, the vote cast via the Internet, etc. shall be deemed effective.
When voting rights are exercised via the Internet, etc. more than once, the last vote shall be deemed effective.
3
REFERENCE MATERIALS
Proposals and Reference Matters
No. 1: Appropriation of surplus
In appropriating profits, the Company gives consideration to all aspects, including returns of profits to shareholders, investments and loans to accelerate further growth and expansion, and allocations to research and development, etc. for creating new and innovative technology.
With regard to shareholder returns, the Company targets a total return ratio, which is the ratio of combined dividends and share buybacks to net income attributable to owners of the parent, of 30% or higher, and targets a dividend on equity (DOE) attributable to owners of the parent, of 3.0% or higher. After giving comprehensive consideration to various matters including performance results for the fiscal year under review and the outlook for the future business environment, the Company proposes that the year-end dividend be as follows.
- Type of dividend property Cash
- Allocation of dividend property and total amount thereof
We propose a year-end dividend of ¥70 per share. The total amount of dividends will be ¥13,309,424,380.
- Effective date of dividends from surplus June 26, 2024
Reference:
(Billions of yen) | 40 | ||||||||||||||||
Share | 77.2% | 53.2% | |||||||||||||||
30 | |||||||||||||||||
buybacks | 33.9% | ||||||||||||||||
Year-end | 20 | ||||||||||||||||
dividend | 39.8% | Target total | |||||||||||||||
Interim | 30.3% | return ratio | |||||||||||||||
dividend | 10 | 30% | |||||||||||||||
Total return | 3.6% | 3.4% | 3.5% | 3.1% | 3.2% Target of | ||||||||||||
ratio | |||||||||||||||||
0 | DOE | ||||||||||||||||
DOE | 3% | ||||||||||||||||
2019 | 2020 | 2021 | 2022 | 2023 | |||||||||||||
(fiscal year) | |||||||||||||||||
Year-end dividend | ¥50 | ¥50 | ¥65 | ¥60 | ¥70 | ||||||||||||
Interim dividend | ¥50 | ¥50 | ¥55 | ¥60 | ¥70 | ||||||||||||
(Reference) Total return ratio = (Total shareholder dividends + Total share buybacks) / Net income attributable to owners of the parent
DOE = Total shareholder dividends / Equity attributable to owners of the parent
- The Company has adopted the International Financial Reporting Standards (IFRS) from fiscal year 2020. Accordingly, results from fiscal year 2020 onward are prepared based on IFRS.
- The year-end dividend for fiscal year 2021 includes a memorable dividend of ¥5 (25th anniversary of the Company's foundation).
4
No. 2: Election of eight (8) Directors
As the terms of office of all eight (8) Directors will expire at the close of this Ordinary General Meeting of Shareholders, we propose the election of eight (8) Directors. To enhance corporate governance and increase the transparency of management, three (3) of the eight (8) are candidates for Outside Directors. Director candidates are as follows.
7 males (87.5%) 1 female (12.5%)
Skills and experience expected in particular | ||||||||||||||||||||||||||||||||
Board of | ||||||||||||||||||||||||||||||||
Term | Business | R&D/ | New | Diversity/ | ||||||||||||||||||||||||||||
Current Positions and | Directors | Corporate | Finance | organization | ||||||||||||||||||||||||||||
No. | Name | of | ||||||||||||||||||||||||||||||
Areas of Responsibility at the Company | Meeting | portfolio | production | business | Global | Risk | Sustain- | |||||||||||||||||||||||||
Office | management | and | and HR | |||||||||||||||||||||||||||||
Attendance | and planning | trans- | and | creation/ | business | accounting | management | manage- | ability | |||||||||||||||||||||||
formation | technology | M&A | ||||||||||||||||||||||||||||||
ment | ||||||||||||||||||||||||||||||||
1 | TANNOWA | Reelection Member of the Board, Chairman | 12 | 13/13 | ● | ● | ● | |||||||||||||||||||||||||
Tsutomu | years | |||||||||||||||||||||||||||||||
HASHIMOTO | Representative Director, Member | |||||||||||||||||||||||||||||||
2 | Reelection | of the Board, President & CEO | 6 | 13/13 | ● | ● | ● | |||||||||||||||||||||||||
Osamu | Supervision of General Business | years | ||||||||||||||||||||||||||||||
Execution (CEO) | ||||||||||||||||||||||||||||||||
Representative Director, Member | ||||||||||||||||||||||||||||||||
of the Board, Senior Managing | ||||||||||||||||||||||||||||||||
Executive Officer | ||||||||||||||||||||||||||||||||
CTO | ||||||||||||||||||||||||||||||||
YOSHINO | In charge of RC & Quality | |||||||||||||||||||||||||||||||
3 | Reelection | Assurance Div., Fabrication | 3 | 13/13 | ● | ● | ● | |||||||||||||||||||||||||
Tadashi | Process Engineering Div., CTO | years | ||||||||||||||||||||||||||||||
Office, and Responsible Care
Committee. Supervising R&D
Center, Production &
Technology Center, and Green
Sustainable Chemicals Div.
5
Skills and experience expected in particular | ||||||||||||||||||||||||||||||||
Board of | ||||||||||||||||||||||||||||||||
Term | Business | R&D/ | New | Diversity/ | ||||||||||||||||||||||||||||
Current Positions and | Directors | Corporate | Finance | organization | ||||||||||||||||||||||||||||
No. | Name | of | ||||||||||||||||||||||||||||||
Areas of Responsibility at the Company | Meeting | portfolio | production | business | Global | Risk | Sustain- | |||||||||||||||||||||||||
Office | management | and | and HR | |||||||||||||||||||||||||||||
Attendance | and planning | trans- | and | creation/ | business | accounting | management | manage- | ability | |||||||||||||||||||||||
formation | technology | M&A | ||||||||||||||||||||||||||||||
ment | ||||||||||||||||||||||||||||||||
Representative Director, Member | ||||||||||||||||||||||||||||||||
of the Board, Senior Managing | ||||||||||||||||||||||||||||||||
Executive Officer | ||||||||||||||||||||||||||||||||
NAKAJIMA | CFO | 4 | ● | ● | ||||||||||||||||||||||||||||
4 | Reelection In charge of Finance & | 13/13 | ||||||||||||||||||||||||||||||
Hajime | years | |||||||||||||||||||||||||||||||
Accounting Div., Corporate | ||||||||||||||||||||||||||||||||
Administration & Legal Div., | ||||||||||||||||||||||||||||||||
Corporate Communications Div., | ||||||||||||||||||||||||||||||||
and Compliance Committee | ||||||||||||||||||||||||||||||||
Member of the Board, Senior | ||||||||||||||||||||||||||||||||
Managing Executive Officer | ||||||||||||||||||||||||||||||||
CHRO | ||||||||||||||||||||||||||||||||
ANDOU | In charge of Human Resources | |||||||||||||||||||||||||||||||
5 | Reelection | Div., Global Human Resources | 2 | 13/13 | ● | ● | ||||||||||||||||||||||||||
Yoshinori | Div., Affiliates Coordination | years | ||||||||||||||||||||||||||||||
Div., Mitsui Chemicals Asia | ||||||||||||||||||||||||||||||||
Pacific, Mitsui Chemicals China, | ||||||||||||||||||||||||||||||||
Mitsui Chemicals America, and | ||||||||||||||||||||||||||||||||
Mitsui Chemicals Europe | ||||||||||||||||||||||||||||||||
MABUCHI | Reelection | |||||||||||||||||||||||||||||||
6 | Outside | Member of the Board | 3 | 13/13 | ● | ● | ● | |||||||||||||||||||||||||
Akira | Independ- | years | ||||||||||||||||||||||||||||||
ent | ||||||||||||||||||||||||||||||||
MIMURA | Reelection | |||||||||||||||||||||||||||||||
7 | Outside | Member of the Board | 2 | 13/13 | ● | ● | ● | |||||||||||||||||||||||||
Takayoshi | Independ- | years | ||||||||||||||||||||||||||||||
ent | ||||||||||||||||||||||||||||||||
KIHARA | New | |||||||||||||||||||||||||||||||
8 | Outside | - | - | - | ● | ● | ● | |||||||||||||||||||||||||
Tami | Independ- | |||||||||||||||||||||||||||||||
ent
6
Reelection: | Reelected candidate for Member of the Board |
New: | New candidate for Member of the Board |
Outside: | Candidate for Outside Director |
Independent: Candidate for Independent Officer as stipulated by the stock exchange
(Note) The above table (skills matrix) does not represent all the skills and experience possessed by the Directors. The Company has classified the "skills and experience expected in particular*" of the Company's Directors and Corporate Auditors into nine categories, and in order to properly visualize and manage the overall balance of the skills and experience of the members that compose the Board of Directors, the number of items to be recognized per Director and Corporate Auditor has been capped at a maximum of three.
* Details of skills and experience expected in particular are as described on pages 21-22.
Notes: 1. There are no special conflicts of interests between the Company and any of the candidates for Directors.
- The Company has concluded a liability limitation contract with MABUCHI Akira and MIMURA Takayoshi in accordance with Article 427, Paragraph 1 of the Companies Act to limit the liability for damages as provided in Article 423, Paragraph 1 of the Companies Act. Under this contract, the maximum liability for damages shall be the amount provided by laws and regulations. If MABUCHI Akira and MIMURA Takayoshi are reelected as Outside Directors, the Company will continue the said contract with them. Moreover, if KIHARA Tami is elected, the Company will conclude a liability limitation contract with her in accordance with Article 427, Paragraph 1 of the Companies Act to limit the liability for damages as provided in Article 423, Paragraph 1 of the Companies Act. Under this contract, the maximum liability for damages shall be the amount provided by laws and regulations.
- The Company has concluded a directors and officers liability insurance contract, whose outline is as follows, with an insurance company in accordance with Article 430-3, Paragraph 1 of the Companies Act. All of the candidates for Directors, except for KIHARA Tami, are already insured under this insurance contract and will continue to be insured after their reelection and appointment. KIHARA Tami will be insured under this insurance contract if she is elected and appointed. This insurance contract will be renewed in June 2024.
- Outline of the contents of the insurance contract
-
Actual ratio of premiums paid by the insured
The premiums are paid by the Company, and the insured does not bear the premiums. - Outline of the events insured against
The insured will be compensated for damages (legal damages and litigation expenses) incurred as a result of a claim for damages arising from the insured's performance of duties. - Measures to ensure the appropriateness of the duties of corporate officers
An exemption clause is attached to the contract to the effect that liability for damages caused by the insured's intentional acts, illegal private giving of benefits, criminal acts, etc. will not be compensated.
-
Actual ratio of premiums paid by the insured
7
Candidate | Name | Number of Shares | |
Career Summary | of the Company | ||
Number | (Date of Birth) | ||
Owned | |||
Apr. 1976 Joined the Company | |||
Apr. 2007 Executive Officer of the Company | |||
Apr. 2010 Managing Executive Officer of the | |||
Company | |||
Jun. 2012 Member of the Board, Managing | |||
Executive Officer of the Company | |||
Apr. 2013 Member of the Board, Senior Managing | |||
Executive Officer of the Company | |||
Apr. 2014 Representative Director, Member of the | |||
Board, President & CEO of the Company | |||
Apr. 2020 Representative Director, Member of the | |||
Board, Chairman of the Company | |||
Jun. 2022 Outside Director of KDDI | |||
TANNOWA | CORPORATION (to present) | ||
Apr. 2023 Member of the Board, Chairman of the | |||
Tsutomu | |||
Company (to present) | |||
(72 years old) | |||
Jun. 2023 Outside Director of Tokyo Gas Co., Ltd. | |||
Date of Birth: | (to present) | ||
Oct. 26, 1951 | Positions and areas of responsibility at the Company | ||
1 | Term of Office: | Member of the Board, Chairman | |
12 years | 80,194 | ||
Significant concurrent positions | |||
Board of | |||
Outside Director of KDDI CORPORATION | |||
Directors | Outside Director of Tokyo Gas Co., Ltd. | ||
Meeting | Reasons for nomination | ||
Attendance: | |||
TANNOWA Tsutomu is substantially well-versed | |||
13/13 (100%) | |||
regarding affairs of the Company, on the basis of | |||
his wide experience with respect to personnel, | |||
business centered around basic chemicals, factories | |||
and so on. Moreover, serving as the President of the | |||
Company since 2014, he has played a firm | |||
leadership role in moving the Company forward, | |||
and has accordingly achieved success in | |||
spearheading initiatives geared to turning around | |||
the Company's business performance. Since 2020, | |||
as the Chairman of the Company, he has | |||
contributed to the realization of effective | |||
management supervision based on his experience so | |||
far. We deem him capable of making further | |||
contributions that increase the Company's corporate | |||
value, and accordingly believe that he is the right | |||
person for the post of Director. |
8
Candidate | Name | Number of Shares | ||
Career Summary | of the Company | |||
Number | (Date of Birth) | |||
Owned | ||||
Apr. 1987 Joined the Company | ||||
Apr. 2015 Executive Officer of the Company | ||||
Apr. 2017 Managing Executive Officer of the | ||||
Company | ||||
Jun. 2018 | Member of the Board, Managing | |||
Executive Officer of the Company | ||||
Apr. 2019 Member of the Board, Senior Managing | ||||
Executive Officer of the Company | ||||
Apr. 2020 Representative Director, Member of the | ||||
Board, President & CEO of the Company | ||||
HASHIMOTO | (to present) | |||
Osamu | Positions and areas of responsibility at the Company | |||
(60 years old) | ||||
Representative Director, Member of the Board, | ||||
Date of Birth: | President & CEO | |||
Supervision of General Business Execution (CEO) | ||||
Oct. 19, 1963 | ||||
Reasons for nomination | ||||
Term of Office: | ||||
2 | HASHIMOTO Osamu is substantially well-versed | |||
6 years | regarding affairs of the Company, on the basis of | 44,592 | ||
Board of | his wide experience with respect to personnel, | |||
business and business plans centered around health | ||||
Directors | care and so on. Additionally, he has experience in | |||
Meeting | operations that overlook the Company's corporate | |||
Attendance: | management overall as General Manager of | |||
13/13 (100%) | Corporate Planning Div. Moreover, he has played | |||
an important role to realize long-term management | ||||
plans with an eye to fiscal year 2025 as Business | ||||
Sector President of Health Care Business Sector. | ||||
Since 2020, as the President of the Company, he has | ||||
been leading the Company at the forefront of all | ||||
employees in the unforeseen situation of the | ||||
outbreak of the novel coronavirus disease and the | ||||
crisis in Ukraine, and has been achieving results. | ||||
We deem him capable of making further | ||||
contributions that increase the Company's corporate | ||||
value, and accordingly believe that he is the right | ||||
person for the post of Director. |
9
Candidate | Name | Number of Shares | ||
Career Summary | of the Company | |||
Number | (Date of Birth) | |||
Owned | ||||
Apr. 1987 Joined the Company | ||||
Apr. 2016 Executive Officer of the Company | ||||
Apr. 2018 Managing Executive Officer of the | ||||
Company | ||||
Jul. 2018 | Managing Executive Officer of the | |||
Company and Chairman of Shanghai | ||||
Sinopec Mitsui Chemicals, Co., Ltd. | ||||
Apr. 2020 Senior Managing Executive Officer of the | ||||
Company and Chairman of Shanghai | ||||
Sinopec Mitsui Chemicals, Co., Ltd. | ||||
Jun. 2021 | Member of the Board, Senior Managing | |||
Executive Officer of the Company and | ||||
YOSHINO | Chairman of Shanghai Sinopec Mitsui | |||
Tadashi | Chemicals, Co., Ltd. | |||
(62 years old) | Apr. 2022 Representative Director, Member of the | |||
Board, Senior Managing Executive Officer | ||||
Date of Birth: | of the Company (to present) | |||
Aug. 5, 1961 | Positions and areas of responsibility at the Company | |||
3 | Term of Office: | Representative Director, Member of the Board, | 33,100 | |
Senior Managing Executive Officer | ||||
3 years | ||||
CTO | ||||
Board of | In charge of RC & Quality Assurance Div., | |||
Fabrication Process Engineering Div., CTO Office, | ||||
Directors Meeting | ||||
and Responsible Care Committee | ||||
Attendance: | ||||
Supervising R&D Center, Production & Technology | ||||
13/13 (100%) | ||||
Center, and Green Sustainable Chemicals Div. | ||||
Reasons for nomination | ||||
YOSHINO Tadashi is well-versed in the Company's | ||||
businesses, based on his extensive experience | ||||
developed over many years at factories, research | ||||
laboratories, businesses, and as the head of overseas | ||||
subsidiaries, as well as possessing knowledge of | ||||
global management. By establishing, deploying, and | ||||
promoting technology management strategies, he has | ||||
also contributed to the growth of the entire Company | ||||
Group. We deem him capable of making further | ||||
contributions that increase the Company's corporate | ||||
value, and accordingly believe that he is the right | ||||
person for the post of Director. |
10
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Mitsui Chemicals Inc. published this content on 29 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 May 2024 01:39:05 UTC.