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: 4078 June 2, 2023
To our shareholders:
Toshiyuki Yagura President
Sakai Chemical Industry Co., Ltd.
5-2,Ebisujima-cho,Sakai-ku,Sakai-shi, Osaka
NOTICE OF THE 128TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 128th Ordinary General Meeting of Shareholders of Sakai Chemical Industry Co., Ltd. (the "Company"), which will be held as described below.
In convening this 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. (items for which measures for providing information in electronic format are to be taken) in electronic format, and has posted the information on each of the following websites. Please access either of the websites to view the information.
The Company's website:
https://www.sakai-chem.co.jp/jp/ir/general_meeting/ (in Japanese)
(in Japanese)
In addition to posting items subject to measures for electronic provision on the Company website, the Company also posts this information on the website of the Tokyo Stock Exchange (TSE). Access the TSE website by using the internet address shown below, enter "Sakai Chemical Industry" in "Issue name (company name)" or the Company's securities code "4078" 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)
(in Japanese)
If you will not be attending this General Meeting of Shareholders in person, you may exercise your voting rights either 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 5:40 p.m., Tuesday, June 27, 2023 (Japan standard time).
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- Date and Time: Wednesday, June 28, 2023 at 10:00 a.m. (Reception opens at 9:00 a.m.) (Japan Standard Time)
- Venue: Auditorium on the 3rd floor of the Company's head office
5-2,Ebisujima-cho,Sakai-ku,Sakai-shi, Osaka
3. Purposes:
Items to be reported:
- Business Report and Consolidated Financial Statements for the 128th Term (from April 1, 2022 to March 31, 2023), as well as the results of audit of the Consolidated Financial Statements by the Accounting Auditor and the Board of Corporate Auditors
- Non-ConsolidatedFinancial Statements for the 128th Term (from April 1, 2022 to March 31, 2023)
Items to be resolved:
Proposal 1: Election of Eight (8) Directors
Proposal 2: Election of Accounting Auditor
Proposal 3: Payment of Directors' Bonuses
- Of items for which the measures for providing information in electronic format will be taken, "Systems to Ensure Appropriate Operations and Status of Operation of the Systems," "Consolidated Statements of Changes in Equity," "Notes to the Consolidated Financial Statements," "Non-consolidated Statements of Changes in Equity" and "Notes to Non-Consolidated Financial Statements" are not included in the document in accordance with the provisions of laws and regulations as well as Article 14 of the Company's Articles of Incorporation. The Business Report, Consolidated Financial Statements and Non-Consolidated Financial Statements in the document are included in the scope of audit conducted by the Corporate Auditors and the Accounting Auditor in preparing the audit report.
- 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 Company's aforementioned website and the TSE website.
- Shareholders who will be attending the meeting in person are requested to take note of their health condition.
- Furthermore, gifts will not be prepared for the shareholders who attend the meeting in person, and we ask for your understanding.
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Regarding Questions Sent in Advance
Before the convening of the General Meeting of Shareholders, we would like to receive questions from shareholders in advance as follows.
- We plan to post responses to received questions on the Company's website (https://www.sakai- chem.co.jp/jp/ir_general_meeting.php; Japanese only) by the day before this General Meeting of Shareholders. Please note that it may not be possible to answer all questions. Please also note that we cannot provide individual responses to questions.
- We may not respond to questions that are unrelated to items to be reported or to be resolved at the General Meeting of Shareholders.
- Receipt of advance questions
-
For questions sent via the Internet
◎ Please access the special website from the following URL or using the QR code, and enter the required
information.
- Internet Explorer cannot be used. Please use a browser such as Google Chrome or Microsoft Edge. https://www.sakai-chem.co.jp/fc/inquiry_fc/128th_ogmos20230628-roqia.html (in Japanese)
(in Japanese)
-
For questions sent in writing (by postal mail)
◎ Questions will also be accepted in writing. Please fill in the required information and the content of
questions, and mail these to the following address early enough to arrive by the deadline. Required information
- Shareholder number (see your voting card form) (2) Name (3) Zip code (4) Address (5) Content of questions
Mailing address 590-8502
5-2,Ebisujima-cho,Sakai-ku,Sakai-shi, Osaka
Sakai Chemical Industry Co., Ltd., Administration Division, Human Resources and General Affairs Department
Deadline for receipt of questions: Arrival by 5:40 p.m. on Wednesday, June 21, 2023
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Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal 1: Election of Eight (8) Directors
The terms of office of all nine (9) Directors in their present positions will expire upon the conclusion of this General Meeting. Accordingly, the Company proposes the election of eight (8) Directors. Director Atsuya Nakanishi will retire from office upon the conclusion of this General Meeting.
The candidates for Directors are as follows:
Attendance | ||||||
No. | Name | Gender | Tenure | Current position and | Status of the | |
responsibilities in the Company | Board of | |||||
Directors | ||||||
Chairman Representative | 17 times / 17 | |||||
1 | [Reappointment] | Masaaki Yabe | Male | 11 years | times | |
Director | ||||||
(100%) | ||||||
President Representative Director | 17 times / 17 | |||||
and Executive Officer | ||||||
2 | [Reappointment] | Toshiyuki Yagura | Male | 3 years | times | |
In charge of Internal Control over | ||||||
(100%) | ||||||
Financial Reporting | ||||||
Managing Director and Executive | ||||||
Officer | 17 times / 17 | |||||
General Manager, Research & | ||||||
3 | [Reappointment] | Shinji Nakahara | Male | 3 years | times | |
Development Division; General | ||||||
(100%) | ||||||
Manager, Production Technology | ||||||
Division | ||||||
Director and Executive Officer | 14 times / 14 | |||||
General Manager, Onahama | ||||||
4 | [Reappointment] | Yasuhiro Okamoto | Male | 7 years | Manufacturing Site; Deputy | times |
General Manager, Production | (100%) | |||||
Technology Division | ||||||
Director and Executive Officer | ||||||
In charge of Compliance, Legal | 17 times / 17 | |||||
Affairs, Risk Management; | ||||||
5 | [Reappointment] | Hiroyuki Hattori | Male | 3 years | Deputy General Manager, | times |
Corporate Strategy Division; | (100%) | |||||
General Manager, Accounting & | ||||||
Finance Department | ||||||
[Reappointment] | Outside Director | 17 times / 17 | ||||
6 | [Outside] | Yoshikazu Itou | Male | 2 years | times | |
Independent Officer | ||||||
[Independent] | (100%) | |||||
[Reappointment] | Outside Director | 17 times / 17 | ||||
7 | [Outside] | Hiromi Wada | Female | 2 years | times | |
Independent Officer | ||||||
[Independent] | (100%) | |||||
[Reappointment] | Outside Director | 14 times / 14 | ||||
8 | [Outside] | Mitsunori Matsuda | Male | 1 year | times | |
Independent Officer | ||||||
[Independent] | (100%) | |||||
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Name | Career summary, position, responsibilities and significant | Number of the | ||
No. | Company's shares | |||
(Date of birth) | concurrent positions outside the Company | |||
owned | ||||
Apr. 1982 | Joined the Company | |||
Sept. 2006 | General Manager, Sales & Marketing | |||
Department, Inorganic Chemicals Division | ||||
Sept. 2009 | General Manager, Sales & Marketing | |||
Masaaki Yabe | Department, Titanium Dioxide Division | |||
Sept. 2010 | General Manager, Electronic Materials Division | |||
(August 9, 1959) | 39,152 shares | |||
and Sales & Marketing Department | ||||
[Reappointment] | ||||
June 2012 | Director | |||
June 2014 | President Representative Director | |||
1 | June 2021 | President Representative Director and | ||
Executive Officer | ||||
June 2022 | Chairman Representative Director (to present) | |||
Reasons for nomination: | ||||
Masaaki Yabe has a wealth of experience and a proven record of accomplishment in the sales section and other sections | ||||
and is well-versed in the Company's business in general. Since assuming the position of President Representative | ||||
Director of the Company in June 2014, he has led the Group with his high level of management ability and strong | ||||
leadership. He has been responsible for the supervisory functions of management from a non-executive standpoint since | ||||
assuming the position of Chairman Representative Director in June 2022, and possesses knowledge of the Company's | ||||
overall management. We have determined that he is an essential person to enhance the Group's corporate value, and | ||||
have again nominated him as a candidate for Director. | ||||
Apr. 1988 | Joined the Company | |||
June 2014 | General Manager, Corporate Planning | |||
Department | ||||
Sept. 2019 | General Manager, Human Resources and | |||
General Affairs Department | ||||
Toshiyuki Yagura | June 2020 | Director; General Manager, Administration | ||
(June 24, 1964) | Division | 11,113 shares | ||
[Reappointment] | June 2021 | Director and Executive Officer; General | ||
Manager, Administration Division | ||||
2 | June 2022 | President Representative Director and | ||
Executive Officer | ||||
In charge of Internal Control over Financial | ||||
Reporting (to present) | ||||
Reasons for nomination: | ||||
Toshiyuki Yagura has extensive experience in human resources and corporate planning, and has a proven record of | ||||
establishment and operation of personnel systems as well as successful conclusion of M&A. Since his tenure as General | ||||
Manager of the Administration Division, he has led ESG initiatives including reshaping the personnel system and | ||||
strengthening quality assurance and health and safety management systems. He has exhibited strong leadership skills | ||||
since assuming the position of President Representative Director in June 2022 and has been leading the Group's | ||||
management and we have determined that he is an essential person to enhance the Group's corporate value. Therefore, | ||||
we have again nominated him as a candidate for Director. |
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Disclaimer
Sakai Chemical Industry Co. Ltd. published this content on 01 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 May 2023 15:16:09 UTC.