These documents are partial translations of the Japanese originals for reference purposes only.
In the event of any discrepancy between these translated documents and the Japanese originals, the originals shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising out of the translations.
(Securities Code 2602) Date of transmission: June 4, 2024 Commencement date of electronic provision measures: May 30, 2024
To Shareholders with Voting Rights:
Takahisa Kuno
Representative Director and President
The Nisshin OilliO Group, Ltd.
1-23-1, Shinkawa, Chuo-ku, Tokyo,
Japan
NOTICE OF CONVOCATION OF
THE 152ND ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We cordially announce that the 152nd Annual General Meeting of Shareholders of The Nisshin OilliO Group, Ltd. (the "Company") will be held for the purposes as described below.
In convening this Annual General Meeting of Shareholders, the Company has taken measures to provide information electronically in accordance with Article 325-3 of the Companies Act, which stipulates the matters for electronic provision. Please access the Company's website below to view this information.
The Company's website: https://www.nisshin-oillio.com/english/inv/ir_news/
In addition to the above website, the Company has also disclosed matters for electronic provision on the website of the Tokyo Stock Exchange (TSE). Please access the below TSE website (TSE Listed Company Search), enter and search for the issue name (Company name) or securities code (2602), then select "Basic information" or "Documents for public inspection/PR information."
TSE website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you are unable to attend the meeting, your voting rights can be exercised in writing or via the Internet. Please review the Reference Documents for the General Meeting of Shareholders, refer to Guide to Exercising Voting Rights described below, and exercise your voting rights by 5:30 p.m. Japan time on Wednesday, June 26, 2024.
1
Date and time:
Venue:
Meeting Agenda: Matters to be reported:
Proposals to be resolved: Proposal No. 1: Proposal No. 2: Proposal No. 3: Proposal No. 4: Proposal No. 5:
Thursday, June 27, 2024 at 10 a.m. Japan time
East 21 Hall, 1st floor, Hotel East 21 Tokyo, located at 6-3-3 Toyo, Koto-ku, Tokyo
- The Business Report, Consolidated Financial Statements for the Company's 152nd Fiscal Year (April 1, 2023 - March 31, 2024) and results of audits by the Accounting Auditor and the Audit & Supervisory Board of the Consolidated Financial Statements
- Non-consolidatedFinancial Statements for the Company's 152nd Fiscal Year (April 1, 2023 - March 31, 2024)
Appropriation of Surplus
Election of Nine Directors
Election of One Audit & Supervisory Board Member
Election of One Substitute Audit & Supervisory Board Member Revision of Remuneration for Audit & Supervisory Board Members
- Of the matters for electronic provision, the following matters are not included in the paper copy to be sent to shareholders who have requested it, pursuant to the provisions of applicable laws and regulations and the Articles of Incorporation of the Company. Accordingly, the paper copy constitutes part of the Business Report, Consolidated Financial Statements, and Non-consolidated Financial Statements audited by the Audit & Supervisory Committee Members in preparing the Audit Report, and part of the Consolidated Financial Statements and Non-consolidated Financial Statements audited by the Accounting Auditor in preparing the Accounting Audit Report.
- "Status of Accounting Auditors," "Systems to Ensure that the Execution of Duties by Directors Complies with Laws, Regulations, and the Articles of Incorporation of the Company; Systems to Ensure Appropriateness of Business Operations, and the Status of Operation of such Systems" and "Basic Policy Regarding Control of the Company" in the Business Report
- "Consolidated Statement of Changes in Equity" and "Notes to Consolidated Financial Statements" in the Consolidated Financial Statements
- "Statement of Changes in Equity" and "Notes to Non-consolidated Financial Statements" in the Non- consolidated Financial Statements
- Amendments to the matters for electronic provision (including matters before and after correction) may be posted on the Company's website and TSE website as shown above, if any.
2
Guide to Exercising Voting Rights
- To Attend the General Meeting of Shareholders
Submit the enclosed Voting Rights Exercise Form at the reception desk of the venue. You are also requested to bring this convocation notice with you on the day of the meeting.
Date and time: Thursday, June 27, 2024 at 10 a.m. Japan time
- You may exercise your voting rights by proxy only in the case where the proxy is another shareholder entitled with voting rights. In such cases, the proxy is required to submit the Voting Rights Exercise Form of the shareholder attending by proxy together with a document certifying the proxy's authority of representation (power of attorney and Voting Rights Exercise Form of the shareholder exercising voting rights by proxy) at the reception desk of the venue.
- To Exercise Your Voting Rights via Electromagnetic Means (the Internet, etc.)
Access the Company's designated voting website (https://www.web54.net) and follow the on-screen guidance to vote for or against the proposals.
Deadline of exercising voting rights: 5:30 p.m. Japan time on Wednesday, June 26, 2024
*If you exercise your voting rights multiple times via the Internet, etc. or in duplicate both on a PC or a smartphone, your last vote exercised will be deemed valid.
*If you exercise your voting rights in duplicate both in writing and via the Internet, etc., your vote received at a later timing will be deemed valid. If your vote exercised in writing and your vote exercised via the Internet, etc. are received on the same day, the vote exercised via the Internet, etc. will be deemed valid.
- Please note that communication fees (or telephone charges) which may be incurred when exercising voting rights shall be borne by voters.
- To Exercise Your Voting Rights in Writing
Indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form and return it to us by the following deadline.
Deadline of arrival: 5:30 p.m. Japan time on Wednesday, June 26, 2024
- If approval or disapproval of each proposal is not indicated on the returned Voting Rights Exercise Form, we will assume that you have indicated your approval to the Company's proposals.
3
Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Appropriation of Surplus
The Company proposes the following appropriation of surplus for the fiscal year ended March 31, 2024:
Year-end Dividend
The Company recognizes that the return of profits to shareholders is one of the most important issues in management.
In its "Value Up+" medium term management plan, the Company has set a target on a return on equity (ROE) of 8% or higher as the performance target, and the Company is endeavoring to achieve growth and improvement of return on capital through proactive investment. Furthermore, looking ahead to fiscal 2030, the Company has revised the ROE target to be 10%. To surely return to shareholders the fruits of any improvement in return on capital stemming from profit growth, the Company has set the consolidated dividend payout ratio as a key indicator and will pay dividends aiming for a consolidated dividend payout ratio of 40% in fiscal 2024, the final year of the "Value Up+" plan.
After a comprehensive consideration of these matters, the Company hereby proposes a year-end dividend of ¥110 per share for the fiscal year ended March 31, 2024, which is a ¥35 increase compared to the previous period's dividend of ¥75. This will result in an annual dividend of ¥170 per share (including the interim dividend of ¥60 per share), which is a ¥50 increase compared to the previous period.
- Type of dividend property Cash
- Matters concerning allotment of dividend property to shareholders and total amount thereof ¥110 per share of the Company's common stock, for a total of ¥3,583,448,330
- Effective date of distribution of surplus June 28, 2024
4
Proposal No. 2: Election of Nine Directors
The terms of office of nine Directors will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the Company proposes the election of nine Directors.
The candidates for Directors are as follows:
Attendance at | ||||
No. | Name | Current positions and responsibilities | Board of | |
in the Company | Directors | |||
meetings | ||||
1 | Takahisa Kuno | [Reappointment] | Representative Director and President | 100% |
(12 / 12) | ||||
2 | Hidetoshi Ogami | [Reappointment] | Representative Director and Senior Managing | |
Officer | 100% | |||
Responsible for Financial, Investor Relations, | ||||
(12 / 12) | ||||
Digital Innovation, and Oilseed Processing | ||||
Management | ||||
3 | Arata Kobayashi | [Reappointment] | Director and Senior Managing Officer | |
Responsible for Sustainable Business | 100% | |||
Management, HR, Legal Affairs, General | ||||
(12 / 12) | ||||
Affairs, Public Relations, Publicity & | ||||
Advertising, and Quality Assurance | ||||
4 | Masato Saegusa | [Reappointment] | Director and Senior Managing Officer | 100% |
General Manager of Food Product, | ||||
(12 / 12) | ||||
Responsible for Branch Operations | ||||
5 | Yoshiharu Okano | [Reappointment] | Director and Managing Officer | 100% |
Responsible for Global Business and Fine | ||||
(12 / 12) | ||||
Chemicals | ||||
6 | Masayuki Sato | [New appointment] | Managing Officer | |
General Manager of Technical Division, | ||||
Responsible for Household-Use & Wellness | ― | |||
Foods Business Strategy, Production, | ||||
Environmental Solutions, and Safety | ||||
Management & Disaster Prevention | ||||
7 | Isao Yamamoto | [Reappointment] | Outside Director | 100% |
[Outside] | ||||
(12 / 12) | ||||
[Independent] | ||||
8 | Naomi Eto | [Reappointment] | Outside Director | 100% |
[Outside] | ||||
(12 / 12) | ||||
[Independent] | ||||
9 | Satoko Shisai | [New appointment] | ||
[Outside] | ― | |||
[Independent] |
5
Candidate No. | ● Career summary, position and responsibilities in the Company | ||
April 1985 | Joined the Company | ||
June 2008 | Executive Officer of the Company | ||
April 2014 | Managing Officer of the Company | ||
June 2014 | Director and Managing Officer of the Company | ||
June 2017 | Representative Director and President of the Company | ||
(to present) | |||
● Material conflict of interest with the Company | |||
None | |||
Takahisa Kuno | [Reasons for nomination as a candidate for Director] | ||
Mr. Takahisa Kuno has been involved in the management of the Company | |||
Date of birth: | as Representative Director and President since June 2017. He has been | ||
1 | nominated as a candidate because the Company believes that his extensive | ||
October 29, 1961 | |||
knowledge and experience in management as well as his achievements as | |||
[Reappointment] | Number of shares of | President in increasing corporate value and strengthening the foundation of | |
the Group would continue to be required for the management of the | |||
the Company held | |||
Company. | |||
(of which, the number of shares | |||
planned to be issued in | |||
accordance with the stock- | |||
based remuneration system) | |||
25,711 shares | |||
(15,711 shares) | |||
Attendance at Board of | |||
Directors meetings | |||
100% | |||
(12 / 12) | |||
Candidate No. | ● Career summary, position and responsibilities in the Company | ||
April 1983 | Joined the Company | ||
July 2004 | Executive Officer of the Company | ||
June 2005 | Director of the Company | ||
June 2011 | Managing Officer of the Company | ||
June 2013 | Director and Managing Officer of the Company | ||
June 2018 | Director and Senior Managing Officer of the Company | ||
June 2019 | Representative Director and Senior Managing Officer of the | ||
Company | |||
Hidetoshi Ogami | April 2024 | Representative Director and Senior Managing Officer of the | |
Company | |||
2 | Date of birth: | Responsible for Financial, Investor Relations, Digital | |
February 1, 1961 | Innovation, and Oilseed Processing Management (to present) |
- Material conflict of interest with the Company
[Reappointment] Number of shares of | None |
the Company held | [Reasons for nomination as a candidate for Director] |
(of which, the number of shares | The Company believes that Mr. Hidetoshi Ogami's extensive knowledge |
planned to be issued in | and experience in management as well as achievements as a supervisor for |
accordance with the stock- | |
based remuneration system) | finance and accounting, businesses related to raw materials purchasing, and |
14,963 shares | the meal business would continue to be required for the management of the |
(8,963 shares) | Company. |
Attendance at Board | |
of Directors meetings | |
100% | |
(12 / 12) |
6
Candidate No. | ● Career summary, position and responsibilities in the Company | ||
April 1985 | Joined the Company | ||
May 2009 | Executive Officer of the Company | ||
April 2014 | Managing Officer of the Company | ||
June 2016 | Director and Managing Officer of the Company | ||
April 2023 | Director and Senior Managing Officer of the Company | ||
April 2024 | Director and Senior Managing Officer of the Company | ||
Responsible for Sustainable Business Management, HR, | |||
Legal Affairs, General Affairs, Public Relations, Publicity | |||
Arata Kobayashi | & Advertising, and Quality Assurance (to present) | ||
3 | Date of birth: | ● Material conflict of interest with the Company | |
May 26, 1961 | None | ||
[Reappointment] | [Reasons for nomination as a candidate for Director] | ||
Number of shares of | The Company believes that Mr. Arata Kobayashi's extensive knowledge | ||
the Company held | and experience in management strategies, corporate governance, and risk | ||
(of which, the number of shares | management as well as his achievements as a supervisor for corporate | ||
planned to be issued in | planning, HR, legal affairs and general affairs sections would continue to be | ||
accordance with the stock- | |||
based remuneration system) | required for the management of the Company. | ||
14,586 shares | |||
(7,486 shares) | |||
Attendance at Board | |||
of Directors meetings | |||
100% | |||
(12 / 12) | |||
Candidate No. | ● Career summary, position and responsibilities in the Company | ||
April 1984 | Joined the Company | ||
April 2014 | Executive Officer and General Manager of Tokyo Branch of | ||
the Company | |||
April 2019 | Managing Officer of the Company | ||
June 2021 | Director and Managing Officer of the Company | ||
April 2023 | Director and Senior Managing Officer of the Company | ||
April 2024 | Director and Senior Managing Officer of the Company | ||
General Manager of Food Product, Responsible for Branch | |||
Masato Saegusa | Operations (to present) | ||
● Material conflict of interest with the Company | |||
Date of birth: | None | ||
[Reasons for nomination as a candidate for Director] | |||
4 | September 22, 1960 | ||
The Company believes that Mr. Masato Saegusa's extensive knowledge and | |||
[Reappointment] | Number of shares of | experience based on his engagement in a wide range of operations at sales | |
sections as well as his achievements in the overall food product business as | |||
the Company held | |||
a supervisor in sales, including his experience serving as General Manager | |||
(of which, the number of shares | |||
planned to be issued in | of the Tokyo Branch, would continue to be required for the management of | ||
accordance with the stock- | the Company. | ||
based remuneration system) | |||
9,913 shares | |||
(6,713 shares) | |||
Attendance at Board | |||
of Directors meetings | |||
100% | |||
(12 / 12) | |||
7
Candidate No. | ● Career summary, position and responsibilities in the Company | ||
April 1987 | Joined Marubeni Corporation | ||
April 2013 | General Manager of Livestock Feed Operation of | ||
Marubeni Corporation | |||
April 2015 | General Manager of Second Grain Dept. of Marubeni | ||
Corporation | |||
April 2017 | Senior Operating Officer of Grain Division of Marubeni | ||
Corporation | |||
April 2019 | Managing Officer of the Company | ||
Yoshiharu Okano | June 2019 | Director and Managing Officer of the Company | |
April 2024 | Director and Managing Officer of the Company | ||
5 | Date of birth: | Responsible for Global Business and Fine Chemicals (to | |
September 6, 1962 | present) | ||
[Reappointment] | ● Significant concurrent position | ||
Number of shares of | President of The Nisshin OilliO (China) Investment Co., Ltd. | ||
the Company held | ● Material conflict of interest with the Company | ||
(of which, the number of shares | None | ||
planned to be issued in | [Reasons for nomination as a candidate for Director] | ||
accordance with the stock- | |||
based remuneration system) | The Company believes that Mr. Yoshiharu Okano's extensive knowledge | ||
4,521 shares | and experience in the Company's overseas businesses and risk management | ||
(3,221 shares) | as well as his longtime engagement and achievements in global business at | ||
Attendance at Board | a general trading company would continue to be required for the | ||
management of the Company. | |||
of Directors meetings | |||
100% | |||
(12 / 12) | |||
Candidate No. | ● Career summary, position and responsibilities in the Company | ||
April 1991 | Joined the Company | ||
December 2017 General Manager of Yokohama Isogo Plant of the | |||
Company | |||
April 2019 | Executive Officer of the Company | ||
April 2023 | Managing Officer of the Company | ||
April 2024 | Managing Officer of the Company | ||
General Manager of Technical Division, Responsible for | |||
Household-Use & Wellness Foods Business Strategy, | |||
Masayuki Sato | Production, Environmental Solutions, and Safety | ||
6 | Management & Disaster Prevention (to present) | ||
Date of birth: | |||
[New | October 28, 1965 | ||
● Material conflict of interest with the Company | |||
appointment] | Number of shares of | ||
None | |||
the Company held | |||
[Reasons for nomination as a candidate for Director] | |||
(of which, the number of shares | |||
planned to be issued in | Mr. Masayuki Sato has served as General Manager of the Yokohama Isogo | ||
accordance with the stock- | Plant and General Manager of Technical Division overseeing research and | ||
based remuneration system) | |||
5,638 shares | technical development, etc., and has demonstrated leadership as the person | ||
(4,538 shares) | responsible for the production and technical sections. He has been | ||
nominated as a candidate because the Company believes that his extensive | |||
knowledge and experience in all aspects of production and technology of | |||
the Company as well as his internationality cultivated through his overseas | |||
work experience would be required for the management of the Company. |
8
Candidate No.
Isao Yamamoto | |
Date of birth: | |
May 2, 1957 | |
Number of shares of | |
the Company held | |
7 | 3,000 shares |
[Reappointment] | Attendance at Board |
of Directors meetings | |
[Outside] | 100% |
(12 / 12) | |
[Independent] |
- Career summary, position and responsibilities in the Company
April 1981 Joined Nomura Research Institute, Ltd.
January 1991 Head of Strategic Advisory Group of Nomura Research Institute, Ltd.
January 2002 Co-Head and Managing Director of Investment Banking Division, Merrill Lynch Japan Securities Co., Ltd. (current BofA Securities, Inc.)
November 2003 President & CEO of The Institute for Securities Investment & Governance K.K.
July 2006 Auditor of MASSTUNE, Inc. (current MINKABU THE INFONOID, Inc.)
September 2007 Director of MASSTUNE, Inc. (current MINKABU THE INFONOID, Inc.)
November 2009 Representative Director of Enterprising Investment, Inc. (to present)
June 2011 Outside Director of Sony Financial Holdings Inc. (current Sony Financial Group Inc.)
June 2019 Outside Director of the Company (to present) October 2019 Outside Director of Scenera, Inc. (to present) - Significant concurrent position
Representative Director of Enterprising Investment, Inc.
-
Material conflict of interest with the Company None
[Reasons for nomination as a candidate for Outside Director and overview of expected role]
Mr. Isao Yamamoto has utilized his knowledge and experience in financial markets and general management, cultivated through years of work as a securities analyst and financial advisor, in the management of the Company. In particular, he has actively delivered statements on management strategies and enhancement of capital efficiency and invigorated the discussions at the Board of Directors meetings. Furthermore, he has actively expressed his views to improve governance in the Nomination Advisory Committee, Remuneration Advisory Committee, and Management Sustainability Committee. In April 2024, he was appointed chairperson of the Nomination Advisory Committee. These facts show that he has appropriately supervised and provided sound advice to management. For the reasons above, the Company expects him to enhance the Board of Directors' functions and continues to propose his nomination as Outside Director.
9
Candidate No.
Naomi Eto | |
Date of birth: | |
May 2, 1956 | |
Number of shares of | |
the Company held | |
8 | 1,000 shares |
[Reappointment] | Attendance at Board |
of Directors meetings | |
[Outside] | 100% |
(12 / 12) | |
[Independent] |
- Career summary, position and responsibilities in the Company
April 1979 Joined Bridgestone Tire Co., Ltd. (current Bridgestone Corporation)
March 2009 Executive Officer, Responsible for General Affairs and Corporate Communications, Bridgestone Corporation
September 2011 Executive Officer, Responsible for Environment, Bridgestone Corporation
February 2014 Executive Officer, General Manager of Group CC Division, Zensho Holdings Co, Ltd.
June 2014 Director, General Manager of Group CC Division, Zensho Holdings Co, Ltd.
January 2015 Director, General Manager of General Affairs Division, Zensho Holdings Co, Ltd.
June 2020 Retired as Director of Zensho Holdings Co, Ltd.
June 2020 Outside Director of Morinaga & Co., Ltd. (to present, to retire in June 2024)
June 2022 Outside Director of the Company (to present)
June 2022 Outside Director of Nippon Yakin Kogyo Co., Ltd. (to present)
- Significant concurrent position
Outside Director of Nippon Yakin Kogyo Co., Ltd.
-
Material conflict of interest with the Company None
[Reasons for nomination as a candidate for Outside Director and overview of expected role]
Ms. Naomi Eto has utilized her extensive knowledge and experience in corporate governance, compliance, and sustainability based on her engagement in business operations in the management of the Company. In particular, she has actively delivered her opinions from the perspectives of checking the status of internal controls and compliance in the business operations, identifying risks in investment projects, etc. and invigorated the discussions at the Board of Directors meetings. Furthermore, she has actively expressed her views to improve governance in the Nomination Advisory Committee and the Remuneration Advisory Committee. In April 2024, she was appointed chairperson of the Remuneration Advisory Committee. These facts show that she has appropriately supervised and provided advice to management. For the reasons above, the Company expects her to enhance the Board of Directors' functions and continues to propose her nomination as Outside Director.
10
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Nisshin Oillio Group Ltd. published this content on 30 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 May 2024 02:09:02 UTC.