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. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.
(Securities code: 8158) June 2, 2023 (Date of commencement of measures for electronic provision: May 26, 2023)
To Shareholders with Voting Rights:
Ryuji Mezaki
President and Chief Executive Officer
SODA NIKKA CO., LTD.
3-6-2, Nihonbashi, Chuo-ku,
Tokyo, Japan
Notice of the 76th Annual General Meeting of Shareholders
We are pleased to inform you that the 76th Annual General Meeting of Shareholders (the "Meeting") of SODA NIKKA CO., LTD. (the "Company," or collectively with its subsidiaries, the "Group") will be held for the purposes described below.
When convening the Meeting, the Company has taken measures for providing information in electronic format (the "measures for electronic provision") and has posted matters subject to the measures for electronic provision as "Notice of the 76th Annual General Meeting of Shareholders" on the following Company website:
The Company website: https://www.sodanikka.co.jp/english/ir/meeting.html
In addition to the website shown above, the Company also has posted this information on the following website:
Tokyo Stock Exchange (TSE) website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
To view the information, please access the website above, input the Company name or securities code, and click on "Search," and then click on "Basic information" and select "Documents for public inspection/PR information."
If you are not attending the Meeting, you may exercise your voting rights in writing or via the
internet, so please review the Reference Documents for the General Meeting of Shareholders posted on matters subject to the measures for electronic provision and exercise your voting rights by 5:20 p.m. on Wednesday, June 21, 2023 (Japan time) following the guidance below.
1. | Date and time: | Thursday, June 22, 2023 at 10:00 a.m. Japan time |
2. | Venue: | 4F, Conference Center, Bellesalle Tokyo Nihonbashi, Tokyo |
Nihonbashi Tower at 2-7-1, Nihonbashi, Chuo-ku, Tokyo, Japan | ||
* Please note the floor is different from the last year. |
3. Purpose of the Meeting:
Matters to be reported: 1. Business report, consolidated financial statements for the 76th
fiscal year (April 1, 2022 to March 31, 2023) and results of audits of the consolidated financial statements by the accounting auditor and the Audit and Supervisory Board
2. Non-consolidated financial statements for the 76th fiscal year (April 1, 2022 to March 31, 2023)
1
Matters to be resolved: | |
Proposal 1: | Election of 7 Members of the Board |
Proposal 2: | Election of 1 Audit and Supervisory Board Member |
Proposal 3: | Revision of Amount of Remuneration for Members of the Board |
Proposal 4: | Determination of Amount and Details of Performance-linked |
Stock Remuneration for Members of the Board |
- Effective from the Meeting, in consideration of fairness to those shareholders who are able to attend the Meeting and those who are not, we have decided to discontinue the distribution of souvenirs to those shareholders who attend the Meeting. We would appreciate your understanding in this matter.
- The staff members who will be running the venue on the day of the Meeting will continue to wear masks after thoroughly checking their physical condition, including body temperatures, before responding to you.
-
If you are attending the Meeting in person, please hand in the enclosed Voting Rights Exercise Form at the reception desk.
You can also exercise your voting rights for the General Meeting of Shareholders in writing or via the internet, etc.
If you exercise your voting rights using both the Voting Rights Exercise Form and the internet, etc., the exercise of your voting rights via the internet, etc. shall prevail regardless of the arrival date of the Voting Rights Exercise Form.
In addition, if you exercise your voting rights multiple times via the internet, etc., only the last voting right exercised shall be deemed as valid.
[Disclosure on the Company website]
Any revisions to the matters subject to the measures for electronic provision will be posted on the websites stated above.
2
Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1: Election of 7 Members of the Board
The terms of office of all Members of the Board (6 in all) will expire at the conclusion of this Meeting. In order to further strengthen the management structure, the Company proposes to increase the number of Members of the Board by one and to elect 7 Members of the Board.
The candidates of Members of the Board are as follows:
No.
1
Name
Takahiko Nagasu
Positions, responsibilities at the | Attendance at | |
the Board of | ||
Company and significant concurrent | ||
Directors | ||
positions | ||
meetings | ||
Chairman | ||||
Chairman of Member of the Board | 100% | |||
Reappointment | ||||
(Part-time), Notsu Zensuke Shoten, | (15/15 times) | |||
Co., Ltd. |
2
3
4
5
6
7
Ryuji Mezaki
Yasuyuki Matsuo
Jun Ikeda
Yuji Furukawa
Yoshihiro Nishiyama
Mariko Matsumura
President and Chief Executive Officer | 100% | ||||||||||
Reappointment | |||||||||||
(11/11 times) | |||||||||||
Senior Managing Executive Officer | |||||||||||
Division Manager, Corporate Planning | - | ||||||||||
New appointment | |||||||||||
Division and responsible for | |||||||||||
Corporate Unit | |||||||||||
Outside Member of the Board | |||||||||||
Reappointment | 100% | ||||||||||
Outside Director, Nishimatsu | |||||||||||
Outside | |||||||||||
(15/15 times) | |||||||||||
Construction Co., Ltd. | |||||||||||
Independent | |||||||||||
Outside Member of the Board | |||||||||||
Chairman, The Resona Foundation | |||||||||||
Reappointment | |||||||||||
For Small And Medium Enterprise | 100% | ||||||||||
Outside | |||||||||||
Promotion | (15/15 times) | ||||||||||
Independent | |||||||||||
Outside Director, WATANABE SATO | |||||||||||
CO., LTD. | |||||||||||
New appointment | Corporate Adviser, TOHO TITANIUM | - | |||||||||
Outside | CO., LTD. | ||||||||||
Independent | |||||||||||
Partner, Shinwa Sogo Law Offices | |||||||||||
New appointment | Outside Statutory Auditor, Fund | ||||||||||
Creation Group Co., Ltd. | - | ||||||||||
Outside | |||||||||||
Outside Member of the Board, Meiji | |||||||||||
Independent | |||||||||||
Holdings Co., Ltd. |
The Board of Directors of the Company shall elect candidates of Members of the Board after consulting with the Nomination and Remuneration Committee. In consideration of personalities and insights possessed by each individual from among a broad range of diverse human resources, the Board elects those who are deemed capable of fulfilling the roles and responsibilities of Members of the Board as qualified candidates. Candidates of Outside Members of the Board shall satisfy the requirements for independent directors as stipulated by the Companies Act and Tokyo Stock Exchange, Inc. In addition, the Company emphasizes their deep insight and abundant experience necessary for supervising over and providing advice to the Company's management in a candid, active and constructive manner. They are also required to be judged as involving no risk of conflict of interest with general shareholders.
3
Name | Career summary, positions, responsibilities and | Number of | |||||||
No. | shares of the | ||||||||
(Date of birth) | significant concurrent positions | ||||||||
Company held | |||||||||
April 1982 | Joined the Company | ||||||||
April 2005 | General Manager, Chemical Materials | ||||||||
Department I | |||||||||
June 2010 | Member of the Board and Operating Officer, | ||||||||
Deputy Director, Chemical Materials Sales | |||||||||
Division | |||||||||
April 2011 | Member of the Board and Operating Officer, | ||||||||
Deputy Director, Corporate Planning Division | |||||||||
April 2012 | Member of the Board and Operating Officer, | ||||||||
Reappointment | Deputy Director, Corporate Planning Division | ||||||||
Takahiko Nagasu | and General Manager, Overseas Group, | ||||||||
Business Strategy Unit | |||||||||
(December 22, 1957) | May 2012 | President | 127,700 | ||||||
Attendance at the Board | April 2018 | President | |||||||
of Directors meetings in | Supervisor of Overseas Business and General | ||||||||
Manager, Overseas Division | |||||||||
the fiscal year under | |||||||||
1 | June 2021 | President and Chief Executive Officer | |||||||
review | |||||||||
May 2022 | Chairman of Member of the Board (part-time), | ||||||||
100% | |||||||||
(15/15) | April 2023 | Notsu Zensuke Shoten, Co., Ltd. (to present) | |||||||
Term of office as | Chairman, the Company (to present) | ||||||||
June 2023 | Chairman of Member of the Board (part-time), | ||||||||
Member of the Board | NIHON HOWSOW Co., Ltd. (to be appointed) | ||||||||
(at the conclusion of | Significant concurrent positions | ||||||||
this Meeting) | Chairman of Member of the Board (part-time), | ||||||||
13 years | Notsu Zensuke Shoten, Co., Ltd. |
Reasons for candidacy as Member of the Board
Takahiko Nagasu has abundant experience and achievements in a wide range of fields including the chemical materials business, overseas business, corporate planning and business strategies. He has the personality and insight fit for a manager of the Company and has fulfilled his responsibilities as President since May 2012 and as Chairman since April 2023. The Company has decided to renominate him as a candidate for Member of the Board based on the judgment that he would be able to utilize his experience and insight to appropriately supervise the management of the entire Group and contribute to sustainable growth and increased corporate value.
4
Name | Career summary, positions, responsibilities and | Number of | ||||||
No. | shares of the | |||||||
(Date of birth) | significant concurrent positions | |||||||
Company held | ||||||||
April 1987 | Joined the Company | |||||||
April 2011 | General Manager, Paper Pulp Sales Department | |||||||
April 2016 | Branch Manager, Osaka Sales Office | |||||||
April 2019 | Operating Officer, General Manager, Corporate | |||||||
Planning Office and in charge of IR | ||||||||
April 2020 | Operating Officer, General Manager, Corporate | |||||||
Planning Division , General Supervisor of Go | ||||||||
forward Project and in charge of promoting the | ||||||||
Medium-term Management Plan | ||||||||
Reappointment | ||||||||
April 2021 | Senior Managing Officer | |||||||
Ryuji Mezaki | Director, Corporate Planning Division, General | |||||||
Supervisor of Go forward Project and in charge | ||||||||
(July 8, 1963) | 18,657 | |||||||
of promoting the Medium-term Management | ||||||||
Attendance at the Board | Plan Go forward Stage 2 | |||||||
of Directors meetings in | April 2022 | Operating Officer | ||||||
the fiscal year under | Director, Finance and Accounting Division and | |||||||
2 | review | in charge of formulating the next Medium-term | ||||||
100% | Management Plan and promoting Go forward | |||||||
(11/11) | June 2022 | Member of the Board, Operating Officer | ||||||
Term of office as | Director, Finance and Accounting Division and | |||||||
in charge of formulating the next Medium-term | ||||||||
Member of the Board | ||||||||
Management Plan and promoting Go forward | ||||||||
(at the conclusion of | ||||||||
April 2023 | President and Chief Executive Officer (to | |||||||
this Meeting) | present) | |||||||
1 year | ||||||||
Reasons for candidacy as Member of the Board
Ryuji Mezaki has abundant experience and achievements in a wide range of fields including chemical materials business, corporate planning, business strategies and financial policy. He has the personality and insight fit for a manager of the Company, and has fulfilled his responsibilities as President and Chief Executive Officer since April 2023. The Company has decided to renominate him as a candidate for Member of the Board based on the judgment that he would be able to utilize his experience and insight to appropriately supervise the management of the entire group and contribute to sustainable growth and increased corporate value.
5
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Soda Nikka Co. Ltd. published this content on 25 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 May 2023 15:04:00 UTC.