This document has partly been translated from 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.
Securities Code: 4021
Date of issuance: June 4, 2024
Start date of measures for electronic provision: May 29, 2024
To Those Shareholders with Voting Rights
YAGI Shinsuke
Representative Director,
President & COO
Nissan Chemical Corporation
5-1, Nihonbashi 2-chome,Chuo-ku,
Tokyo, Japan
NOTICE OF THE CONVOCATION OF
THE 154th ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 154th Ordinary General Meeting of Shareholders of Nissan Chemical Corporation (the "Company"). The meeting will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for providing information in electronic format, and according to the stipulations of Article 325-3 of the Companies Act, the items subject to measures for electronic provision are provided on the Company's website, and we ask that you please confirm these items by accessing the Company's website below.
The Company's website:
https://www.nissanchem.co.jp/ir_info/library/general_meeting.html (in Japanese) https://www.nissanchem.co.jp/eng/ir_info/library/general_meeting.html (in English)
In addition to posting items subject to measures for electronic provision on the website above, the Company also provides this information on the website of Tokyo Stock Exchange, Inc. (TSE). If you are unable to view the items subject to measures for electronic provision on the Company's website, access the TSE website below, enter and search for the issue name "Nissan Chemical" or the securities code (4021), click "Basic information (基本情 報)," and select "Documents for public inspection/PR information (縦覧書類/PR 情報)." Under "Filed information available for public inspection (縦覧書類)," click "Click here for access" under "[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting] (株主総会招集通知/株主総 会資料)."
TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese) https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show (in English)
If you do not attend the meeting in person, you can exercise your voting rights by either of the following means. Please review the Reference Documents for the General Meeting of Shareholders, and exercise your voting rights.
Exercise of Voting Rights in Writing (by Post)
Please indicate your votes for or against the proposals on the enclosed Voting Rights Exercise Form and return it to the Company, ensuring that the form reaches us by 5:40 p.m., Tuesday, June 25, 2024 (Japan Time).
Exercise of Voting Rights via the Internet, etc.
Please access the website for exercising voting rights as indicated in the enclosed Voting Rights Exercise Form and exercise your voting rights by 5:40 p.m., Tuesday, June 25, 2024 (Japan Time).
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1. Date and Time: Wednesday, June 26, 2024 at 10:00 a.m. (Reception starts at 9:15 a.m.)
2. Place: | Josui Kaikan, 2F, Star Hall |
1-1, Hitotsubashi 2-chome,Chiyoda-ku, Tokyo, Japan |
3. Agenda of the Meeting:
Matters to be reported: 1. The Business Report and the Consolidated Financial Statements for the 154th
fiscal year (from April 1, 2023 to March 31, 2024) and results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board
2. The Non-Consolidated Financial Statements for the 154th fiscal year (from April 1, 2023 to March 31, 2024)
Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Ten (10) Directors
Proposal No. 3: Election of One (1) Audit & Supervisory Board Member
4. Handling of votes: (1) If neither approval nor disapproval of each proposal is indicated on the Voting Rights Exercise Form in the case of exercising your voting rights in writing (by post), the Company will deem that you indicated your approval of the proposal.
- If you exercise your voting rights both in writing (by post) and via the Internet, etc., the Company will only deem your exercise via the Internet, etc. valid. Also, if you exercise your voting rights multiple times via the Internet, etc., the Company will only deem your final exercise to be valid.
- For those attending the meeting, please present the enclosed Voting Rights Exercise Form at the reception desk on arrival.
- Of the items to be listed on the form of items subject to measures for electronic provision, regarding the "System for Ensuring the Appropriate Operations and Summary of the Operating Conditions of the System" in the Business Report, the "Consolidated Statements of Changes in Net Assets" and "Notes to Consolidated Financial Statements" in the Consolidated Financial Statements, and the "Non-Consolidated Statements of Changes in Net Assets" and "Notes to Non-Consolidated Financial Statements" in the Non-Consolidated Financial Statements (hereinafter, "Items Omitted from Documents Provided"), based on laws and regulations and Paragraph 2, Article 19 of the Company's Articles of Incorporation, because these items have been provided on the Company's website, they are not listed on the paper-based documents delivered to shareholders requesting the delivery of paper-based documents. Furthermore, the above items posted on the Company's website are included in the scope of auditing when audit reports are prepared by the Audit & Supervisory Board and the Accounting Auditor.
- If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of the items before and after the revisions will be posted on the websites provided on page 1.
- Institutional investors may use the Electronic Voting Rights Exercise Platform operated by ICJ, Inc.
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Reference Documents for the General Meeting of Shareholders
Proposal No. 1: Appropriation of Surplus
The Company upholds the basic policy of working to improve corporate value from a medium- to long-term viewpoint and providing return of its profits to the shareholders.
After taking into consideration such factors as operating performance, business environment and preparation for future business development, the Company proposes the year-end dividend for the 154th fiscal year as follows.
- Type of dividend property Cash
-
Matters related to distribution of dividend property and the total amount The Company proposes to pay ¥94 per common share of the Company. Under this proposal, the total amount of dividends paid is ¥13,043,190,994.
As the Company paid an interim dividend of ¥70 per share, the annual dividend for the 154th fiscal year is ¥164 per share. - Effective date of the distribution of surplus
June 27, 2024
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Proposal No. 2: Election of Ten (10) Directors
The terms of office of all ten (10) Directors will expire at the conclusion of this Ordinary General Meeting of Shareholders. Accordingly, the election of ten (10) Directors, including four (4) Outside Directors, is proposed.
The selection of Director candidates is made based on the report of the Nomination and Remuneration Advisory Committee, a majority of whose members are independent Outside Directors.
The candidates for Directors are as follows:
Candi- | Position/responsibilities in the | ||||
date | Name | Gender | Attribute | ||
Company | |||||
No. | |||||
Representative Director, Chairman | |||||
1 | KINOSHITA Kojiro | Male | & CEO | Reelection | |
Nomination and Remuneration | |||||
Advisory Committee chair | |||||
Representative Director, President | |||||
2 | YAGI Shinsuke | Male | & COO | Reelection | |
Nomination and Remuneration | |||||
Advisory Committee member | |||||
Director, Senior Executive Vice | |||||
President | |||||
Healthcare Business Field, and | |||||
Research & Development of | |||||
3 | HONDA Takashi | Male | Healthcare Field | Reelection | |
Business Development | |||||
Internal Audit Department, | |||||
Intellectual Property Department | |||||
and Purchasing Department | |||||
Director, Senior Managing | |||||
Executive Officer | |||||
4 | ISHIKAWA Motoaki | Male | Head of Performance Materials | Reelection | |
Division | |||||
Research & Development of | |||||
Performance Materials Field | |||||
Director, Senior Managing | |||||
Executive Officer, CFO | |||||
Head of Finance & Accounting | |||||
5 | DAIMON Hideki | Male | Department | Reelection | |
Sustainability Promotion & IR | |||||
Department, and Digital | |||||
Transformation Department | |||||
Director, Managing Executive | |||||
Officer, CRO | |||||
Head of Corporate Planning | |||||
6 | MATSUOKA Takeshi | Male | Department | Reelection | |
Chemicals Division, Personnel | |||||
Department, and Environment, | |||||
Safety & Quality Assurance | |||||
Department | |||||
Outside Director | Reelection Outside | Independent | |||
7 | OBAYASHI Hidehito | Male | Nomination and Remuneration | ||
Advisory Committee member | Director | Officer | |||
4
Candi- | Position/responsibilities in the | |||
date | Name | Gender | Attribute | |
Company | ||||
No. | ||||
Outside Director
8 | KATAOKA Kazunori | Male | Nomination and Remuneration | Reelection | Outside | Independent |
Director | Officer | |||||
Advisory Committee member | ||||||
Outside Director | ||||||
9 | NAKAGAWA Miyuki | Female | Nomination and Remuneration | Reelection | Outside | Independent |
Advisory Committee member | Director | Officer | ||||
Outside Director | Outside | Independent | ||||
10 | TAKEOKA Yuko | Female | Nomination and Remuneration | Reelection | ||
Director | Officer |
Advisory Committee member
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No. | Name | Career summary | Number of the | ||
(Date of birth) | Company's | ||||
shares held | |||||
Apr. 1977 Joined the Company | |||||
Jun. 2002 Director, Head of Corporate Planning Department of | |||||
the Company | |||||
Jun. 2006 Managing Director, Head of Corporate Planning | |||||
Department of the Company | |||||
Jun. 2008 Representative Director, President & CEO of the | |||||
Company | |||||
Apr. 2021 Representative Director, Chairman & CEO of the | |||||
KINOSHITA | Company (to the present) | ||||
Kojiro | (Position and responsibilities in the Company) | 99,100 | |||
(April 19, 1948) | Representative Director, Chairman & CEO | ||||
Male | Nomination and Remuneration Advisory Committee chair | ||||
1 | |||||
Reelection | |||||
Attendance at | |||||
meetings of the | |||||
Board of Directors | |||||
12/12 | |||||
Reason for the nomination of the candidate for Director | |||||
Mr. KINOSHITA Kojiro served as General Manager of the Business Strategy Department, Chemicals | |||||
General Headquarters and also as Head of the Corporate Planning Department. In addition, as President & | |||||
CEO of the Company since June 2008 until March 2021, and thereafter as Chairman & CEO to the present, | |||||
he has been promoting strategies to enhance the corporate value of the Company Group. Considering his | |||||
wide-ranging experience, achievements, and insights, the Company judges that Mr. KINOSHITA remains | |||||
qualified to be a Director that performs decision-making on business operations and oversees the execution | |||||
of duties by Directors, and again nominated him as a candidate for Director. |
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No. | Name | Career summary | Number of the | |||
(Date of birth) | Company's | |||||
shares held | ||||||
Apr. 1985 Joined the Company | ||||||
Apr. 2013 | Deputy Plant Manager of Onoda Plant of the Company | |||||
Apr. 2016 Executive Officer, Plant Manager of Sodegaura Plant of | ||||||
the Company | ||||||
Apr. 2018 Managing Executive Officer, Head of Production | ||||||
Technology Department of the Company | ||||||
Apr. 2020 Senior Managing Executive Officer, Head of | ||||||
Production Technology Department of the Company | ||||||
YAGI Shinsuke | Jun. 2020 | Director, Senior Managing Executive Officer, Head of | 12,000 | |||
(June 13, 1962) | Production Technology Department of the Company | |||||
Apr. 2021 Representative Director, President & COO of the | ||||||
Male | Company (to the present) | |||||
(Position and responsibilities in the Company) | ||||||
2 | ||||||
Reelection | Representative Director, President & COO | |||||
Nomination and Remuneration Advisory Committee member |
Attendance at
meetings of the
Board of Directors
12/12
Reason for the nomination of the candidate for Director
Mr. YAGI Shinsuke has been engaged in production technology for many years, and served as Deputy Plant Manager of Onoda Plant, Plant Manager of Sodegaura Plant, and Head of Production Technology Department. He has been contributing to the improvement of production systems for the Company Group's products and to their stable supply. In addition, as President & COO of the Company since April 2021, he has been promoting strategies to enhance the corporate value of the Company Group. Considering his wide- ranging experience, achievements, and insights, the Company judges that Mr. YAGI remains qualified to be a Director that performs decision-making on business operations and oversees the execution of duties by Directors, and again nominated him as a candidate for Director.
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No. | Name | Career summary | Number of the | ||||
(Date of birth) | Company's | ||||||
shares held | |||||||
Apr. | 1981 | Joined the Company | |||||
Feb. | 1997 | Vice President of Nissan Chemical Europe GmbH | |||||
(currently Nissan Chemical Europe S.A.S.) | |||||||
Jun. | 2012 | General Manager of Planning & Development | |||||
Department, Agricultural Chemicals Division of the | |||||||
Company | |||||||
Apr. | 2014 | Executive Officer, Deputy Head of Agricultural | |||||
Chemicals Division, General Manager of Planning & | |||||||
Development Department, Agricultural Chemicals | |||||||
Division of the Company | |||||||
Apr. | 2017 | Managing Executive Officer, Head of Agricultural | |||||
HONDA Takashi | Chemicals Division of the Company | 8,600 | |||||
(March 8, 1959) | Jun. | 2017 | Director, Managing Executive Officer, Head of | ||||
Male | Agricultural Chemicals Division of the Company | ||||||
Apr. | 2021 | Director, Senior Managing Executive Officer, Head of | |||||
Agricultural Chemicals Division of the Company | |||||||
3 | Reelection | Apr. | 2022 | Director, Senior Executive Vice President of the | |||
Attendance at | Company (to the present) | ||||||
(Position and responsibilities in the Company) | |||||||
meetings of the | |||||||
Director, Senior Executive Vice President | |||||||
Board of Directors | |||||||
Healthcare Business Field | |||||||
12/12 | |||||||
Research & Development of Healthcare Field | |||||||
Business Development | |||||||
Internal Audit Department, Intellectual Property Department, and | |||||||
Purchasing Department |
Reason for the nomination of the candidate for Director
Mr. HONDA Takashi has been engaged in the agricultural chemicals business focused on agricultural chemicals development and business development for many years. He served as General Manager of Planning & Development Department, and Division Head, and after that, he had not only led the agricultural chemicals business but also managed all of the Company's life science business and research since April 2022. He has been leading the healthcare business and research, and as the person responsible for Business Development, involved in formulating the Company's strategies since April 2024. Considering his wide- ranging experience, achievements, and insights, the Company judges that Mr. HONDA remains qualified to be a Director that performs decision-making on business operations and oversees the execution of duties by Directors, and again nominated him as a candidate for Director.
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No. | Name | Career summary | Number of the | ||||
(Date of birth) | Company's | ||||||
shares held | |||||||
Apr. | 1986 | Joined the Company | |||||
Jun. 2009 General Manager of Display Materials Department, | |||||||
Electronic Materials Division of the Company | |||||||
Jun. 2012 General Manager of Display Materials Research | |||||||
Department, Electronic Materials Research | |||||||
Laboratories of the Company | |||||||
Jun. | 2015 | General Manager of Business Strategy Department, | |||||
Performance Materials Division of the Company | |||||||
Apr. | 2016 | Executive Officer, Deputy Head of Performance | |||||
Materials Division, General Manager of Business | |||||||
Strategy Department, Performance Materials Division | |||||||
ISHIKAWA | of the Company | ||||||
Apr. | 2020 | Managing Executive Officer, Head of Performance | |||||
Motoaki | 7,500 | ||||||
(January 23, 1964) | Materials Division of the Company | ||||||
Apr. | 2022 | Senior Managing Executive Officer, Head of | |||||
Male | Performance Materials Division of the Company | ||||||
4 | Jun. | 2022 | Director, Senior Managing Executive Officer, Head of | ||||
Reelection | Performance Materials Division of the Company (to the | ||||||
Attendance at | present) | ||||||
(Position and responsibilities in the Company) | |||||||
meetings of the | Director, Senior Managing Executive Officer | ||||||
Board of Directors | Head of Performance Materials Division | ||||||
12/12 | Research & Development of Performance Materials Field | ||||||
(Significant position concurrently held) | |||||||
Director, Chairman of Nissan Chemical America Corporation | |||||||
Representative Director of NCK Co., Ltd. | |||||||
Representative Director of Nissan Chemical Taiwan Co., Ltd. |
Reason for the nomination of the candidate for Director
Mr. ISHIKAWA Motoaki has been engaged in the performance materials business focused on display materials for many years. He served as General Manager of Business Strategy Department, Division Head, and head of the Company's overseas business locations, and after that, he has been managing all of the Company's performance materials business and research, which is a driver of the Company Group's growth since April 2022. The Company judges that Mr. ISHIKAWA is qualified to be a Director that performs decision-making on business operations and oversees the execution of duties by Directors, and again nominated him as a candidate for Director.
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No. | Name | Career summary | Number of the | ||
(Date of birth) | Company's | ||||
shares held | |||||
Apr. 1988 Joined The Industrial Bank of Japan, Limited (currently | |||||
Mizuho Bank, Ltd.) | |||||
Apr. 2014 General Manager of Trust Business Department IV of | |||||
Mizuho Trust & Banking Co., Ltd. | |||||
Apr. 2016 Executive Officer, General Manager of Corporate & | |||||
Institutional Coordination Department of Mizuho Trust | |||||
& Banking Co., Ltd. | |||||
Apr. 2018 Managing Executive Officer in charge of Trust & | |||||
Banking of Mizuho Trust & Banking Co., Ltd. | |||||
Apr. 2020 Executive Officer, Head of Finance & Accounting | |||||
DAIMON | Department of the Company | ||||
Apr. 2022 Managing Executive Officer, Head of Sustainability | |||||
Hideki | Promotion & IR Department of the Company | 2,000 | |||
(February 22, | Jun. 2022 Director, Managing Executive Officer, Head of | ||||
1964) | |||||
Sustainability Promotion & IR Department of the | |||||
Male | Company | ||||
Apr. 2023 Director, Senior Managing Executive Officer, Head of | |||||
5 | |||||
Sustainability Promotion & IR Department of the | |||||
Reelection | |||||
Company | |||||
Attendance at | Apr. 2024 Director, Senior Managing Executive Officer, Head of | ||||
Finance & Accounting Department of the Company (to | |||||
meetings of the | |||||
the present) | |||||
Board of Directors | |||||
(Position and responsibilities in the Company) | |||||
12/12 | |||||
Director, Senior Managing Executive Officer, CFO | |||||
Head of Finance & Accounting Department | |||||
Sustainability Promotion & IR Department and Digital | |||||
Transformation Department |
Reason for the nomination of the candidate for Director
Mr. DAIMON Hideki, while leveraging his abundant experience and wide-ranging insight cultivated at financial institutions in Japan and abroad, has been overseeing the formulation of financial strategy, conducting active IR activities, and leading sustainability promotion across the entire Company since joining the Company in April 2020. In addition, since April 2024, he has made contributions to enhancing the Company's corporate value from a variety of perspectives as Head of Finance & Accounting Department. The Company judges that Mr. DAIMON is qualified to be a Director that performs decision- making on business operations and oversees the execution of duties by Directors, and again nominated him as a candidate for Director.
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Nissan Chemical Corporation 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 00:09:02 UTC.