Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translation and the Japanese original, the Japanese 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.
Securities Code: 4041
June 6, 2024
Dear Shareholders,
Eiji Aga
Representative Director, President
Nippon Soda Co., Ltd.
2-7-2, Marunouchi, Chiyoda-ku,
Tokyo, Japan
Notice of the 155th Ordinary General Meeting of Shareholders
Nippon Soda Co., Ltd. (the "Company" or we) is pleased to announce that the 155th Ordinary General Meeting of Shareholders of the Company (the "OGM") will be held as described below.
When convening the OGM, the Company takes measures for providing information in electronic format that constitutes the content of reference documents for the general meeting of shareholders, etc. (Electronic Provision Measures Matters), and posts this information on each of the websites below. Please access either website by using the internet address shown below to review the information.
The Company's website: https://www.nippon-soda.co.jp/
(From the above website, select "Investor Relations," "Stock-Related Information," and then "General Meeting of Shareholders.")
TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
(Access the TSE website by using the internet address shown above, enter "Nippon Soda" in "Issue name (company name)" or the Company's securities code "4041" 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].")
If you are unable to attend the OGM in person, you may exercise your voting rights via the Internet, etc. or by postal voting. Please examine the attached Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 5:30 p.m. on Wednesday, June 26, 2024 (JST).
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Details
1. Date and Time: Thursday, June 27, 2024, at 10:00 a.m.
2. Place: | Maru Building Hall, Marunouchi Building 7F |
2-4-1, Marunouchi, Chiyoda-ku, Tokyo, Japan |
3. Purpose of the Meeting
Matters to be reported: a. Business Report and Consolidated Financial Statements, as well as the
audit reports of the Accounting Auditor and the Audit and Supervisory Committee for Consolidated Financial Statements for the 155th Fiscal Year (from April 1, 2023 to March 31, 2024)
- Financial Statements for the 155th Fiscal Year (from April 1, 2023 to March 31, 2024)
Matters to be resolved:
Proposal 1: Appropriation of Surplus
Proposal 2: Reduction in Capital Reserves
Proposal 3: Election of Seven (7) Members of the Board of Directors (Excluding Members of the Board of Directors who are Members of Audit and Supervisory Committee)
Proposal 4: Election of Three (3) Members of the Board of Directors who are Members of Audit and Supervisory Committee
Proposal 5: Election of One (1) Substitute Member of the Board of Directors who is a Member of Audit and Supervisory Committee
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Reference Documents for the General Meeting of Shareholders
Proposal 1: Appropriation of Surplus
In deciding the appropriation of surplus, the Company fundamentally considers revenue trends and makes a well-rounded judgment based on several perspectives including maintaining stable dividend payment, enriching shareholders' equity and improving the financial position. The Company will use its retained earnings for research and development, capital investment, M&A and other purposes to develop high value-added products and to strengthen competitiveness.
Regarding the year-end dividend for the fiscal year under review, the Company proposes to pay ¥120 per share. As a result, the total annual dividend for the fiscal year under review will be ¥240 per share, when combined with the interim dividend of ¥120 per share.
[Matters regarding year-end dividend]
- Type of dividend property: Cash
- Dividend property allotment and total amount thereof
Dividend per common share of the Company: | ¥120 |
Total amount of dividends: | ¥3,309,327,120 |
3. Effective Date of dividends: | June 28, 2024 |
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Proposal 2: Reduction in Capital Reserves
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Reason for Reduction in Capital Reserves
In order to ensure the mobility and flexibility of future capital policies, the Company proposes to reduce the amount of capital reserves and transfer it to other capital surplus in accordance with Article 448, paragraph (1) of the Companies Act. - Reduction in Capital Reserves
-
Amount of capital reserves to be reduced
Out of the capital reserves of ¥18,148,598,626, ¥6,000,000,000 will be reduced and the entire amount of the reduction will be transferred to other capital surplus, making the amount of capital reserves after reduction ¥12,148,598,626. - Date on which the reduction in the amount of capital reserves takes effect August 31, 2024
-
Amount of capital reserves to be reduced
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Proposal 3: Election of Seven (7) Members of the Board of Directors (Excluding Members of the Board of Directors who are Members of Audit and Supervisory Committee)
The terms of office of all seven (7) members of the Board of Directors (excluding members of the Board of Directors who are members of Audit and Supervisory Committee) will expire at the conclusion of the OGM.
Accordingly, we propose to elect seven (7) members of the Board of Directors (excluding members of the Board of Directors who are members of Audit and Supervisory Committee); including three (3) outside members of the Board of Directors.
This proposal was decided after receiving a report from the Nomination and Remuneration Advisory Committee. Furthermore, we have received a report stating that there are no matters requiring additional comments regarding the election of members of the Board of Directors (excluding members of the Board of Directors who are members of Audit and Supervisory Committee) from the Audit and Supervisory Committee.
The candidates for members of the Board of Directors (excluding members of the Board of Directors who are members of Audit and Supervisory Committee) are as follows:
No. | Name | Sex | Positions and areas of responsibility in the Company | |
1 | Eiji Aga | Male | Representative Director, President | Reelection |
(Supervision of Marketing & Sales) | ||||
Member of the Board of Directors, Executive Managing | ||||
Officer | ||||
2 | Atsuo Watanabe | Male | (Supervision of Technology and Responsible Care | Reelection |
Management Dept., General Manager, Production Div., | ||||
and Manager, Trade Administration Dept.) | ||||
Member of the Board of Directors, Executive Managing | ||||
3 | Osamu Sasabe | Male | Officer | |
(Supervision of Corporate Strategy Dept., DX Promotion | Reelection | |||
Dept., Secretariat Dept., and Human Resources Dept., and | ||||
General Manager, Purchasing & Logistics Div.) | ||||
Member of the Board of Directors, Executive Officer | ||||
4 | Osamu Shimizu | Male | (Supervision of Corporate Social Responsibility Dept., | |
Internal Control & Audit Dept., General Affairs Dept., | Reelection; | |||
Legal Dept., and Accounting Dept., and General Manager, | ||||
Accounting Dept.) | ||||
5 | Yuko Watase | Female | Member of the Board of Directors (Outside Member of the | Reelection; |
Independent; | ||||
Board of Directors) | ||||
Outside | ||||
6 | Takayoshi Meiga | Male | Member of the Board of Directors (Outside Member of the | Reelection; |
Independent; | ||||
Board of Directors) | ||||
Outside | ||||
New election; | ||||
7 | Tatsufumi Sakai | Male | Independent; | |
Outside |
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No. | Name | Career summary, positions and areas of responsibility in the Company, and | Number of the | ||
Company's | |||||
(Date of birth) | important concurrent positions | ||||
shares held | |||||
April | 1985 | Joined the Company | |||
April | 2010 | Manager, Fine Chemical Dept., Chemicals Business Div. | |||
February2012 | Executive Vice President, Alkaline SAS (Secondment) | ||||
April | 2015 | Manager, Business Strategy & Administration Dept., | |||
Chemicals Business Div., the Company | |||||
April | 2017 | Executive Officer, | |||
General Manager, Chemicals Business Div. and | |||||
Supervision of Osaka Branch Office | |||||
Eiji Aga | April | 2018 | Executive Officer, | ||
(January 1, 1963) | April | 2020 | General Manager, Chemicals Business Div. | ||
Executive Officer, | |||||
(Reelection) | Supervision of Human Resources Dept. | ||||
(Male) | June | 2020 | Member of the Board of Directors, Executive Officer, | ||
Supervision of Marketing & Sales, Human Resources | |||||
Tenure as Member | April | 2021 | Dept. and Purchasing & Logistics Dept. | ||
of the Board of | Representative Director, President | ||||
1 | Directors: | April | 2022 | Representative Director, President | 12,500 |
4 years | Supervision of New Business Planning and Development | ||||
Attendance at | Dept. | ||||
April | 2023 | Representative Director, President | |||
meetings of the | |||||
Supervision of Marketing & Sales, New Business | |||||
Board of Directors | |||||
Planning and Development Dept. | |||||
during the fiscal | |||||
April | 2024 | Representative Director, President, Supervision of | |||
year ended March | |||||
31, 2024: | Marketing & Sales | ||||
17/17 | To the present | ||||
Reasons for nomination as candidate for member of the Board of Directors |
The Company has determined that Eiji Aga is qualified to be a member of the Board of Directors who continues to undertake the important management decision-making and supervision of the execution of the duties because of his experience in managing overseas group companies, supervision of Marketing
- Sales and being involved in Human Resources, and because he has led the entire Nippon Soda Group as Representative Director, President. Therefore, the Company has nominated him as a candidate for member of the Board of Directors.
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No. | Name | Career summary, positions and areas of responsibility in the Company, and | Number of the | ||
Company's | |||||
(Date of birth) | important concurrent positions | ||||
shares held | |||||
April | 1985 | Joined the Company | |||
April | 2008 | Manager, Manufacturing Dept., Chiba Plant | |||
April | 2012 | Manager, Research Planning and Development Dept., | |||
Research & Development Div. | |||||
April | 2014 | General Manager, Chiba Plant | |||
April | 2017 | Executive Officer | |||
General Manager, Chiba Plant | |||||
April | 2018 | Executive Officer, | |||
General Manager, Takaoka Plant | |||||
April | 2021 | Executive Officer, | |||
General Manager, Production & Technology Div. and | |||||
Atsuo Watanabe | Manager, Production Planning & Management Dept. | ||||
(April 12, 1960) | April | 2022 | Executive Managing Officer, | ||
Supervision of Research & Development Div. and | |||||
(Reelection) | General Manager of Production & Technology Div. | ||||
(Male) | June | 2022 | Member of the Board of Directors, Executive Managing | ||
Officer, | |||||
Tenure as Member | Supervision of Technology, Purchasing & Logistics | ||||
of the Board of | Dept., and Responsible Care Management Dept., General | ||||
2 | Directors: | Manager, Production & Technology Div., and Manager, | 5,100 | ||
2 years | Trade Administration Dept. | ||||
April | 2023 | ||||
Member of the Board of Directors, Executive Managing | |||||
Attendance at | Officer, | ||||
meetings of the | Supervision of Technology and Responsible Care | ||||
Board of Directors | Management Dept., General Manager, Production & | ||||
during the fiscal | Technology Div., and Manager, Trade Administration | ||||
year ended March | April | 2024 | Dept. | ||
31, 2024: | Member of the Board of Directors, Executive Managing | ||||
17/17 | Officer, | ||||
Supervision of Technology and Responsible Care | |||||
Management Dept., General Manager, Production Div., | |||||
and Manager, Trade Administration Dept. | |||||
To the present |
Reasons for nomination as candidate for member of the Board of Directors
The Company has determined that Atsuo Watanabe is qualified to be a member of the Board of Directors who continues to undertake the important management decision-making and supervision of the execution of the duties because of his experience serving as plant manager at major sites and driving the Company's core R&D and production operations as the person responsible for Supervision of Technology. Therefore, the Company has nominated him as a candidate for member of the Board of Directors.
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No. | Name | Career summary, positions and areas of responsibility in the Company, and | Number of the | ||
Company's | |||||
(Date of birth) | important concurrent positions | ||||
shares held | |||||
April | 1986 | Joined the Company | |||
April | 2012 | Manager, Information Systems Dept. | |||
April | 2016 | Manager, Accounting Dept. | |||
April | 2018 | Manager, Corporate Strategy Dept. | |||
April | 2019 | Executive Officer, | |||
Manager, Corporate Strategy Dept. | |||||
April | 2020 | Executive Officer, | |||
Manager, Corporate Strategy Dept. and Manager, DX | |||||
Promotion Group, Corporate Planning Dept. | |||||
April | 2021 | Executive Officer, | |||
Manager, Corporate Planning Dept. and Manager, DX | |||||
Promotion Group | |||||
June | 2021 | Member of the Board of Directors, Executive Officer, | |||
Osamu Sasabe | Supervision of Human Resources Dept., | ||||
Manager, Corporate Planning Dept. and Manager, DX | |||||
(May 14, 1963) | |||||
Promotion Group | |||||
(Reelection) | Representative Director and President, NS Business | ||||
Support Co., Ltd. (until June 2023) | |||||
(Male) | April | 2022 | Member of the Board of Directors, Executive Officer, | ||
Tenure as Member | Supervision of Corporate Strategy Dept., DX Promotion | ||||
Dept., and Human Resources Dept. | |||||
of the Board of | June | 2022 | Member of the Board of Directors, Executive Officer, | ||
Directors: | |||||
3 | Supervision of Corporate Strategy Dept., DX Promotion | 4,700 | |||
3 years | |||||
Dept., Secretariat Dept., and Human Resources Dept. | |||||
Attendance at | April | 2023 | Member of the Board of Directors, Executive Managing | ||
Officer, | |||||
meetings of the | Supervision of Corporate Strategy Dept., and DX | ||||
Board of Directors | Promotion Dept., and General Manager, Purchasing & | ||||
during the fiscal | Logistics Div. | ||||
year ended March | April | 2024 | Member of the Board of Directors, Executive Managing | ||
31, 2024: | |||||
Officer, | |||||
17/17 | |||||
Supervision of Corporate Strategy Dept., DX Promotion | |||||
Dept., Secretariat Dept., and Human Resources Dept., and | |||||
General Manager, Purchasing & Logistics Div. | |||||
To the present |
Representative Director and President, NS Business Support Co., Ltd. (scheduled to assume the position in June 2024)
Reasons for nomination as candidate for member of the Board of Directors
The Company has determined that Osamu Sasabe is qualified to be a member of the Board of Directors who continues to undertake the important management decision-making and supervision of the execution of the duties because of his sales experience in chemical and agrochemical products and also his broad experience in digital strategy, accounting, and corporate strategy. Therefore, the Company has nominated him as a candidate for member of the Board of Directors.
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No. | Name | Career summary, positions and areas of responsibility in the Company, and | Number of the | ||
Company's | |||||
(Date of birth) | important concurrent positions | ||||
shares held | |||||
April | 1986 | Joined The Industrial Bank of Japan, Limited | |||
April | 2015 | Joined the Company | |||
April | 2016 | Substitute Manager, Corporate Strategy Dept. | |||
April | 2018 | Manager, Accounting Dept. | |||
April | 2019 | Executive Officer, | |||
Manager, Accounting Dept. | |||||
April | 2021 | Executive Officer, | |||
Supervision of General Affairs Dept., and Manager, | |||||
Accounting Dept. | |||||
April | 2022 | Executive Officer, | |||
Supervision of General Affairs Dept. and Finance & | |||||
Osamu Shimizu | Accounting Dept. | ||||
(October 23, 1963) | June | 2022 | Member of the Board of Directors, Executive Officer, | ||
Supervision of Corporate Social Responsibility Dept., | |||||
(Reelection) | Internal Control & Audit Dept., General Affairs Dept., | ||||
and Accounting Dept. | |||||
(Male) | |||||
April | 2023 | Member of the Board of Directors, Executive Officer, | |||
Tenure as Member | Supervision of Administration and Corporate Social | ||||
Responsibility Dept. | |||||
of the Board of | |||||
President, Nisso Namhae Agro Co., Ltd. | |||||
4 | Directors: | 2,600 | |||
2 years | To the present | ||||
June | 2023 | ||||
Representative Director and President, NS Business | |||||
Attendance at | Support Co., Ltd. (scheduled to retire from the position in | ||||
meetings of the | June | 2024 | June 2024) | ||
Board of Directors | Member of the Board of Directors, Executive Officer, | ||||
during the fiscal | Supervision of Corporate Social Responsibility Dept., | ||||
year ended March | Internal Control & Audit Dept., General Affairs Dept., | ||||
31, 2024: | Legal Dept., and Accounting Dept., and General | ||||
17/17 | Manager, Accounting Dept. | ||||
To the present |
Reasons for nomination as candidate for member of the Board of Directors
The Company has determined that Osamu Shimizu is qualified to be a member of the Board of Directors who continues to undertake the important management decision-making and supervision of the execution of the duties because of his international experience at a financial institution and knowledge of finance and accounting, as well as his broad experience in management divisions such as corporate planning, accounting and finance. Therefore, the Company has nominated him as a candidate for member of the Board of Directors.
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No. | Name | Career summary, positions and areas of responsibility in the Company, and | Number of the | ||
Company's | |||||
(Date of birth) | important concurrent positions | ||||
shares held | |||||
April | 1982 | Joined Seika Sangyo GmbH | |||
October 1988 | Joined KPMG Minato Audit Corporation (current KPMG | ||||
AZSA & Co.) | |||||
Yuko Watase | April | 1992 | Registered as a certified public accountant | ||
(March 17, 1959) | August | 1993 | Seconded to KPMG Fides (current KPMG AG, | ||
(Reelection) | Switzerland) | ||||
October 1996 | KPMG Century Audit Corporation (current KPMG AZSA | ||||
(Independent) | |||||
& Co.) | |||||
(Outside) | October 2002 | Director, KPMG FAS Co., Ltd. | |||
(Female) | |||||
October 2003 | Partner | ||||
Tenure as Outside | |||||
5 | June | 2018 | Managing Director | 100 | |
Member of the | June | 2021 | Retired from Managing Director, KPMG FAS Co., Ltd. | ||
Board of Directors: | |||||
2 years | June | 2022 | Outside Member of the Board of Directors, the Company | ||
Attendance at | To the present | ||||
Reasons for nomination as candidate for outside member of the Board of | |||||
meetings of the | |||||
Board of Directors | Directors and outline of expected roles | ||||
during the fiscal | Yuko Watase has gained professional knowledge and international | ||||
year ended March | experience as a certified public accountant involved in financial accounting | ||||
31, 2024: | audit. In her previous positions, she was involved in advisory work for | ||||
17/17 | domestic as well as cross-border M&A and business portfolio strategy for | ||||
many years, and we have nominated her as a candidate for outside member of | |||||
the Board of Directors because we believe that she will continue to contribute | |||||
to the governance, sound growth and development of the Company by | |||||
leveraging her experience in these areas. |
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Nippon Soda Co. Ltd. published this content on 05 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 June 2024 00:24:07 UTC.