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: 4963 (Date sent) March 13, 2023 (Start date of providing materials in electronic format) March 7, 2023
To our shareholders:
Seido Kan
Representative Director, President and
CEO
SEIKO PMC CORPORATION
3-6, Nihonbashi Honcho 3-chome,
Chuo-ku, Tokyo
Notice of the 56th Annual General Meeting of Shareholders
You are cordially notified of the 56th Annual General Meeting of Shareholders of SEIKO PMC CORPORATION (the "Company"), which will be held as indicated below.
When convening this general meeting of shareholders, the Company takes measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. (matters for which measures for providing information in electronic format are to be taken) in electronic format, and posts this information on designated websites. Please access the one of the following websites using the internet addresses shown below to review the information.
Company Website:
https://www.seikopmc.co.jp/ir/shareholders/ (in Japanese only)
(Please access the above website and select "The 56th Annual General Meeting of Shareholders" from the menu.)
General Meeting of Shareholders Material Access Website:
https://d.sokai.jp/4963/teiji/ (in Japanese only)
Tokyo Stock Exchange (TSE) Website (Listed Company Search):
https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese only)
(Please access the TSE website above, enter the issue name (company name) or securities code and click "Search," select "Basic Information" and then "Documents for Public Inspection/PR Information," and check the "Notice of General Meeting of Shareholders/Materials for General Meeting of Shareholders" under "Documents for Public Inspection.")
If you are unable to attend the meeting in person, you may exercise your voting rights via the internet or in writing (by mail). Please review the Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 5:00 p.m. on Monday, March 27, 2023 (JST).
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1. Date and Time: Tuesday, March 28, 2023 at 10:00 a.m. (Reception starts at 9:00 a.m.) (JST)
2. Venue:Grand Hall, 6th floor, Nomura Conference Plaza Nihonbashi, Nihonbashi Muromachi Nomura Building (YUITO), 4-3 Nihonbashi Muromachi 2-chome,Chuo-ku, Tokyo
3. Purpose of the Meeting Matters to be reported:
- Business Report, Consolidated Financial Statements and Audit Reports of the Independent Auditor and the Board of Corporate Auditors for the Consolidated Financial Statements for the 56th Fiscal Year (from January 1, 2022 to December 31, 2022)
- Non-consolidatedFinancial Statements for the 56th Fiscal Year (from January 1, 2022 to December 31, 2022)
Matters to be resolved:
Proposal No. 1 Election of Six Directors
Proposal No. 2 Election of Three Corporate Auditors
Proposal No. 3 Election of Two Alternate Corporate Auditors
Matters prescribed for convocation (information on the exercise of voting rights)
- Please be advised that if you exercise your voting rights in writing (by mail) and do not indicate your approval or disapproval of the proposals on the voting form, the Company will treat it as an intention of your approval.
- Please be advised that if you exercise your voting rights multiple times via the internet, the Company will only deem the substance of your final exercise to be valid.
- Please be advised that if you redundantly exercise your voting rights both via the internet and in writing (by mail), the Company will only deem your exercise via the internet valid, regardless of the received date and time.
- If you exercise your voting rights by proxy, one other shareholder of the Company with voting rights may attend the meeting as a proxy on your behalf. However, please note that you are required to submit a document certifying the authority of such proxy.
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Reference Documents for General Meeting of Shareholders
Proposal No. 1 Election of Six Directors
The terms of office of all six Directors will expire at the conclusion of this meeting. Therefore, the Company proposes the election of six Directors.
The candidates for Director are as follows:
Candidate | Name | Career summary, position and responsibility in the Company | Number of the | |
Company's | ||||
No. | (Date of birth) | (Significant concurrent positions outside the Company) | ||
shares owned | ||||
Apr. 1983 | Joined The Long-Term Credit Bank of Japan, | |||
Ltd. | ||||
July 1991 | Acting General Manager of London Branch | |||
Nov. 2005 | Deputy Head of Financial Institution Business | |||
Division | ||||
Jan. 2007 | Executive Officer, State Street Trust and | |||
Banking Co., Ltd. | ||||
June 2008 | Director | |||
Oct. 2010 | Joined the Company as General Manager of | |||
General Affairs and Personnel Department, | ||||
Administration Division | ||||
Apr. 2011 | Head of General Affairs and Personnel | |||
Department, Administration Division | ||||
Jan. 2012 | Head of Business Development Department and | |||
Seido Kan | Head of Business Management Department, | |||
Corporate Planning Division | ||||
(March 3, 1960) | 20,700 | |||
Mar. 2014 | Director, Deputy Head of Corporate Planning | |||
Reelection | Division | |||
Jan. 2015 | Director, Head of Corporate Planning Division | |||
1 | Jan. 2017 | Director, Head of Overseas Business Division | ||
Jan. 2019 | Director, Head of Corporate Planning Division | |||
and Head of Overseas Business Division | ||||
Mar. 2019 | Managing Director, Head of Corporate Planning | |||
Division and Head of Overseas Business | ||||
Division | ||||
Mar. 2022 | Representative Director, President and CEO, | |||
Head of Overseas Business Division and | ||||
Chairperson of Sustainability Committee (current | ||||
position) | ||||
[Significant concurrent positions outside the Company] | ||||
Chairperson, Total Acrylic Polymer Industry Corporation | ||||
Authorized Representative, SEIKO PMC VIETNAM CO., LTD. | ||||
Reasons for nomination as a candidate |
Mr. Kan previously worked in banking where he gained experience handling a wide range of financial services and postings overseas for many years. Since joining the Company, he has served as Head of General Affairs and Personnel Department, Director and Head of Corporate Planning Division, and Director and Head of Overseas Business Division. He has been nominated as a candidate to continue serving as Director given that he has varied expertise that will be indispensable in bringing about the Company's future business expansion, particularly in terms of arranging partnerships with companies in Japan and overseas, and carrying out M&As.
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Candidate | Name | Career summary, position and responsibility in the Company | Number of the | |
Company's | ||||
No. | (Date of birth) | (Significant concurrent positions outside the Company) | ||
shares owned | ||||
Apr. 1985 | Joined the Company | |||
Oct. 2008 | Head of Sales Department, Paper Chemical Sales | |||
Division | ||||
June 2010 | Associate Director and Deputy Head of Paper | |||
Chemical Division | ||||
June 2011 | Director, Head of Paper Chemical Division | |||
June 2014 | Director, Head of Paper Chemical Division and | |||
Mitsuhiro Murata | Deputy Head of Overseas Business Division | |||
(September 11, 1960) | Jan. 2015 | Director, Head of Paper Chemical Business | 38,700 | |
Reelection | Division and Deputy Head of Overseas Business | |||
Division | ||||
2 | Jan. 2017 | Director, Head of Paper Chemical Business | ||
Division | ||||
Mar. 2019 | Managing Director, Head of Paper Chemical | |||
Business Division | ||||
Mar. 2022 | Director, Managing Executive Officer, Head of | |||
Paper Chemical Business Division (current | ||||
position) | ||||
Reasons for nomination as a candidate | ||||
Since joining the Company, Mr. Murata has engaged in duties on development and sales of paper chemicals, and | ||||
subsequently held positions including Head of Hokkaido Branch, Head of Tohoku Branch, and Director and Head of | ||||
Paper Chemical Business Division. He has been nominated as a candidate to continue serving as Director due to his | ||||
leadership position in the Company's technical sales where he possesses extensive product knowledge and an | ||||
expansive customer network. | ||||
Apr. 1985 | Joined Dainippon Ink & Chemicals, Inc. | |||
(currently DIC Corporation) | ||||
Oct. 2007 | Senior Manager of Coating Resins Sales Dept. | |||
Apr. 2010 | Seconded to Siam Chemical Industry Co., Ltd. | |||
Oct. 2013 | Senior Product Manager of General Polymer | |||
Product Div. | ||||
Yuji Kikuchi | Jan. 2016 | Vice President of Polymer Marketing Div. | ||
(July 24, 1961) | Jan. 2019 | Vice President of Performance Material Products | - | |
Div. | ||||
Reelection | ||||
Jan. 2021 | Executive Officer, General Manager of | |||
3 | Performance Material Products Div. (current | |||
position) | ||||
Mar. 2021 | Director, the Company (current position) | |||
[Significant concurrent positions outside the Company] | ||||
Executive Officer, General Manager of Performance Material | ||||
Products Div., DIC Corporation | ||||
Reasons for nomination as a candidate | ||||
As Executive Officer of DIC Corporation, the parent company of the Company, Mr. Kikuchi serves as General | ||||
Manager of Performance Material Products Div. (current position) overseeing the Company's business. He has been | ||||
nominated as a candidate to continue serving as Director in order to help achieve operational synergies with the | ||||
parent company, in addition to carrying out supervision with respect to the Company's management acting as a | ||||
representative of the Company's shareholders. | ||||
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Candidate | Name | Career summary, position and responsibility in the Company | Number of the | ||
Company's | |||||
No. | (Date of birth) | (Significant concurrent positions outside the Company) | |||
shares owned | |||||
Apr. 1973 | Joined The Fuji Bank, Ltd. (currently Mizuho | ||||
Bank, Ltd.) | |||||
Nov. 1986 | Joined McKinsey & Company | ||||
May 1989 | Joined S.G.Warburg & Co., Ltd. (currently UBS | ||||
Securities Japan Co., Ltd.) | |||||
Hideji Harada | June 1990 | Director of Corporate Finance Department (in | |||
charge of M&A) | |||||
(August 29, 1950) | - | ||||
Jan. 1992 | Tokyo Branch Manager, INDOSUEZ | ||||
Reelection | ADVISERS PACIFIC Pte, Ltd. | ||||
4 | Sept. 1994 | Joined KORN/FERRY INTERNATIONAL | |||
Nov. 1997 | Partner | ||||
Feb. 2012 | Outside Director, KOJITUSANSO CO., Ltd. | ||||
Mar. 2015 | Director (Outside), the Company (current | ||||
position) | |||||
Reasons for nomination as a candidate and overview of expected roles | |||||
Mr. Harada has been nominated as a candidate to continue serving as Independent Director (Outside) given that he | |||||
has advised on management of the Company from a standpoint independent of management and properly supervised | |||||
business execution, on the basis of his longstanding experience in the realms of consulting services and financial | |||||
institutions. | |||||
Apr. 1973 | Joined Japan Development Bank (currently | ||||
Development Bank of Japan Inc.) | |||||
Oct. 1999 | Head of Urban Development Department | ||||
June 2002 | General Manager of General Affairs Department | ||||
June 2004 | Associate Director | ||||
Oct. 2008 | Director and Managing Executive Officer | ||||
June 2009 | Representative Director and Vice President, | ||||
Tokyo Ryutsu Center Inc. | |||||
Keiji Taga | June 2009 | Representative Director and President, TRC | |||
Service Co., Ltd. | |||||
(July 25, 1950) | - | ||||
June 2013 | Representative Director and President, Tokyo | ||||
Reelection | Ryutsu Center Inc. | ||||
June 2013 | Director, TRC Service Co., Ltd. | ||||
5 | |||||
Mar. 2016 | Director (Outside), the Company (current | ||||
position) | |||||
June 2017 | Director and Chairman, DBJ Asset Management | ||||
Co., Ltd. | |||||
Mar. 2019 | Director (Outside), Nisshinbo Holdings Inc. | ||||
(current position) | |||||
[Significant concurrent positions outside the Company] | |||||
Director (Outside), Nisshinbo Holdings Inc. | |||||
Reasons for nomination as a candidate and overview of expected roles | |||||
Mr. Taga has been nominated as a candidate to continue serving as Independent Director (Outside) given that he has | |||||
advised on management of the Company from a standpoint independent of management and properly supervised | |||||
business execution, drawing on his extensive expertise regarding Japanese industry and his considerable insight as a | |||||
manager, formed on the basis of his experience serving in key positions in government-affiliated financial | |||||
institutions. |
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Seiko PMC Corporation published this content on 15 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 March 2023 09:19:44 UTC.