Note: This document has 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.
(Stock Exchange Code 9409) June 12, 2024 (Date of commencement of electronic provision measures: June 5, 2024)
To Shareholders with Voting Rights:
Hiroshi Hayakawa
Chairman
TV Asahi Holdings Corporation
9-1 Roppongi 6-chome,Minato-ku, Tokyo
NOTICE OF
THE 84TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby notify you of the 84th Ordinary General Meeting of Shareholders of TV Asahi Holdings Corporation (the "Company"). As stated in the Meeting Agenda below, we have seven proposals on the agenda, including four shareholder proposals.
When convening this general meeting of shareholders, the Company has taken measures for providing information in electronic format (the "electronic provision measures") and has posted matters subject to the electronic provision measures on the following Company's website as "Notice of the 84th Ordinary General Meeting of Shareholders."
• The Company website: https://www.tv-asahihd.co.jp/soukai/
In addition to the above, the information is also posted on the following website.
- The Tokyo Stock Exchange website https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
To view this information, please access the above website (Listed Company Search), enter the company's name or stock exchange code, and click "Search," and then click "Basic information" and select "Documents for public inspection/PR information."
• "Net de Shoshu (online convocation)" service: https://s.srdb.jp/9409/(Japanese only)
You may exercise your voting rights in advance by either returning the enclosed Voting Rights Exercise Form indicating your approval or disapproval, or exercising your voting rights via the Internet by accessing the website for exercising voting rights designated by the Company indicated on the Voting Rights Exercise Form, so you are kindly invited to review the Reference Documents for the Ordinary General Meeting of Shareholders as listed below and exercise your voting rights by the end of business hours (i.e. 6:00 p.m.) on Wednesday, June 26, 2024.
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1. Date and Time: Thursday, June 27, 2024, at 10:00 a.m.
(Reception is scheduled to begin at 9:00 a.m.)
2. Place: | EX THEATER ROPPONGI |
1-2-9 Nishiazabu, Minato-ku, Tokyo |
3. Meeting Agenda:
Matters to be reported: 1. Business Report, Consolidated Financial Statements for the Company's
84th Fiscal Year (April 1, 2023-March 31, 2024) and results of audits by the Independent Auditor and the Audit and Supervisory Committee of the Consolidated Financial Statements
2. Non-Consolidated Financial Statements for the Company's 84th Fiscal Year (April 1, 2023-March 31, 2024)
Proposals to be resolved:
Company Proposal
Proposal 1: Appropriation of Surplus
Proposal 2: Partial Amendments to the Articles of Incorporation
Proposal 3: Election of Ten (10) Members of the Board (Excluding Members of the Board who are Members of the Audit and Supervisory Committee)
Shareholder Proposal
Proposal 4: Partial Amendments to the Articles of Incorporation
Proposal 5: Partial Amendments to the Articles of Incorporation
Proposal 6: Partial Amendments to the Articles of Incorporation
Proposal 7: Nomination of an Outside Member of the Board
End
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- When attending the Meeting, please present the enclosed Voting Rights Exercise Form at the reception desk.
- If you exercise your voting rights both via the Internet and in writing, the vote exercised via the Internet shall be treated as valid. If you exercise your voting rights more than once via the Internet, the last exercise of your voting rights shall be deemed valid.
- If you do not indicate your approval or disapproval of any of the proposals on the enclosed Voting Rights Exercise Form, we will treat it as approval for company proposals and disapproval for shareholder proposals.
- If any amendments are made to matters subject to the electronic provision measures, such amendments will be posted together with the original and revised versions in Japanese only on the respective websites where the matters are posted.
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Reference Documents
for the Ordinary General Meeting of Shareholders
Company Proposal (Proposals 1 to 3 are proposed by the Company.)
Proposal 1: Appropriation of Surplus
The Company regards the sharing of profits with shareholders as an important policy. The Company's basic dividend policy is to maintain stable distribution of ordinary dividends aimed at sustainable growth while also maintaining the balance with securing the retained earnings needed to strengthen the corporate foundations essential to a certified broadcasting holding company that wholly owns terrestrial, BS, and CS broadcast operators over the long term. In addition to ordinary dividend distributions, the Company also regards it as a basic policy to reward shareholders through the distribution of commemorative dividends to mark key events, and special dividends determined with consideration of financial results and other factors in each fiscal period.
In accordance with this basic policy, we propose that the year-end dividend be as follows:
- Matters regarding the year-end dividend
- Type of property for dividend: Cash
-
Matters regarding the appropriation of property for dividend to shareholders and its total amount
40 yen per share of the common stock of the Company
(Ordinary dividend of 30 yen and commemorative dividend of 10 yen) Total amount: 4,230,265,160 yen - Effective date of distribution of surplus June 28, 2024
- Other matters regarding the appropriation of surplus Not applicable.
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Company Proposal (Proposals 1 to 3 are proposed by the Company.)
Proposal 2: Partial Amendments to the Articles of Incorporation
1. Reason for the proposal
In the event the voting ratio of foreign nationals, etc. exceeds one-fifth of the total voting rights of shareholders, the Company, pursuant to the Broadcasting Act, has refused registration or recording on the shareholder registry and excluded the shares held by these foreign shareholders, etc. who have been denied registration from dividend eligibility. However, the Company has decided to make the shares held by the aforementioned foreign shareholders, etc. eligible for dividend payments, and therefore proposes to amend Article 33 of the current Articles of Incorporation.
2. Contents of the amendments
The contents of the amendments are as follows:
(Underlines indicate amended sections) | |
Current Articles of Incorporation | Proposed amendments |
Chapter 6 Accounts | Chapter 6 Accounts |
(Record Date ofDividends of Surplus) | (Dividends of Surplus) |
Article 33 The record date forthe year-end | Article 33 The year-end dividend of the |
dividend of the Company shall be | Company may be paid to any of the |
March 31 of each year. | persons listed in the following |
items: | |
1. Shareholders or registered | |
pledgees of shares listed or | |
recorded on the final | |
shareholders registry as of March | |
31 of each year | |
2. Shareholders as of March 31 of | |
each year notified by book-entry | |
transfer institutions pursuant to | |
Article 151, Paragraph 1 of the | |
Act on Book-Entry Transfer of | |
Company Bonds, Shares, etc. | |
who have not been entered or | |
recorded in the list of | |
shareholders pursuant to Article | |
10, Paragraph 2 of the Articles of | |
Incorporation with respect to all | |
or part of the shares held by such | |
shareholders, or persons who are | |
indicated as pledgees of the | |
shares held by such shareholders | |
in the notice | |
2) The record date forthe interim | 2) The interim dividend of the |
dividend of the Company shall be | Company may be paid to any of the |
September 30 of each year. | persons listed in the following |
items: | |
1. Shareholders or registered | |
pledgees of shares listed or | |
recorded on the final | |
shareholders registry as of | |
September 30 of each year | |
2. Shareholders as of September 30 | |
of each year notified by book- | |
entry transfer institutions | |
pursuant to Article 151, | |
Paragraph 1 of the Act on Book- | |
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Current Articles of Incorporation | Proposed amendments |
Entry Transfer of Company | |
Bonds, Shares, etc. who have not | |
been entered or recorded in the | |
list of shareholders pursuant to | |
Article 10, Paragraph 2 of the | |
Articles of Incorporation with | |
respect to all or part of the shares | |
held by such shareholders, or | |
persons who are indicated as | |
pledgees of the shares held by | |
such shareholders in the notice | |
3) In addition to the preceding two | 3) In addition to the preceding two |
clauses, the Company may declare | clauses, the Company may declare |
dividends of surplus based on any | dividends of surplus to any of the |
other record date determined by the | persons listed in the following |
Company. | itemsbased on any other record |
date determined by the Company: | |
1. Shareholders or registered | |
pledgees of shares listed or | |
recorded on the final | |
shareholders registry as of the | |
record date | |
2. Shareholders as of the record | |
date notified by book-entry | |
transfer institutions pursuant to | |
Article 151, Paragraph 1 of the | |
Act on Book-Entry Transfer of | |
Company Bonds, Shares, etc. | |
who have not been entered or | |
recorded in the list of | |
shareholders pursuant to Article | |
10, Paragraph 2 of the Articles of | |
Incorporation with respect to all | |
or part of the shares held by such | |
shareholders, or persons who are | |
indicated as pledgees of the | |
shares held by such shareholders | |
in the notice | |
(Newly established) | (Supplementary provisions) |
The amendment to Article 33 of the Articles of | |
Incorporation shall become effective as of | |
September 1, 2024. This Supplementary | |
Provision shall be deleted upon the effective | |
date of the Article. |
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Company Proposal (Proposals 1 to 3 are proposed by the Company.)
Proposal 3: Election of Ten (10) Members of the Board (Excluding Members of the Board who are Members of the Audit and Supervisory Committee)
The terms of office of all incumbent Members of the Board (excluding Members of the Board who are Members of the Audit and Supervisory Committee) will expire at the conclusion of this Ordinary General Meeting of Shareholders. Accordingly, the election of ten (10) Members of the Board (excluding Members of the Board who are Members of the Audit and Supervisory Committee) is proposed.
The candidates are as follows:
Attendance | |||||||
No. | Name | Current positions and | at the Board | ||||
responsibilities | of Directors | ||||||
meetings | |||||||
1 | Reappointment | Hiroshi | Chairman | 11 out of 11 | |||
Hayakawa | meetings | ||||||
President | |||||||
2 | Reappointment | Hiroshi | /In charge of Human | 11 out of 11 | |||
Resources Division and | |||||||
Shinozuka | meetings | ||||||
SDGs Management | |||||||
Department | |||||||
Member of the Board | |||||||
/In charge of Network | 11 out of 11 | ||||||
3 | Reappointment | Toru Takeda | Strategy Department | ||||
meetings | |||||||
and Compliance Audit | |||||||
Department | |||||||
Member of the Board | |||||||
/In charge of Corporate | |||||||
Strategy Division and | 11 out of 11 | ||||||
4 | Reappointment | Gengo Sunami | Finance Division, and | ||||
meetings | |||||||
assistant in charge of | |||||||
SDGs Management | |||||||
Department | |||||||
Member of the Board | |||||||
/In charge of | |||||||
Administration | 11 out of 11 | ||||||
5 | Reappointment | Junji Itabashi | Division and assistant | ||||
meetings | |||||||
in charge of SDGs | |||||||
Management | |||||||
Department | |||||||
Member of the Board | 8 out of 8 | ||||||
6 | Reappointment | Takashi Horie | /In charge of Public | ||||
meetings | |||||||
Relations | |||||||
7 | Reappointment | Arata Nishi | Member of the Board | 11 out of 11 | |||
meetings | |||||||
8 | Reappointment | Outside | Noriyuki Tada | Member of the Board | 8 out of 8 | ||
meetings | |||||||
9 | Reappointment | Outside | Independent | Sanae Tanaka | Member of the Board | 8 out of 8 | |
meetings | |||||||
10 | Reappointment | Outside | Shiro Nakamura | Member of the Board | 10 out of 11 | ||
meetings | |||||||
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No. | Name | Number of | ||
Past experience, positions, responsibilities and significant concurrent positions | shares of the | |||
(Date of birth) | ||||
Company held | ||||
April 1967 | Joined the Company | |||
June 1995 | General Manager, Public Relations Division | |||
February 1996 | General Manager, Programming Division | |||
March 1997 | General Manager, News Division | |||
September 1998 | Vice Director-General, News and Information Headquarters; | |||
General Manager, News Division (treated as a Corporate | ||||
Director) | ||||
June 1999 | Member of the Board, Director-General, Programming and | |||
Entertainment Headquarters | ||||
February 2000 | Member of the Board, Director-General, Programming | |||
Headquarters | ||||
June 2001 | Executive Director, Director-General, Programming | |||
Headquarters | ||||
March 2002 | Executive Director, Director-General, Programming | |||
Headquarters; General Manager, Programming and | ||||
Entertainment Division | ||||
February 2003 | Executive Director, General Manager, Programming and | |||
Entertainment Division | ||||
June 2005 | Senior Executive Director | |||
June 2007 | Executive Vice President | |||
Hiroshi Hayakawa | June 2009 | President | ||
1 | (January 1, 1944) | October 2013 | Representative Director, TV Asahi Successor Preparatory | 80,076 |
Company (currently TV Asahi Corporation) | ||||
Reappointment | ||||
April 2014 | President, TV Asahi Corporation | |||
June 2014 | Chairman and CEO of the Company | |||
Chairman and CEO, TV Asahi Corporation | ||||
June 2019 | Chairman & CEO of the Company | |||
Chairman & CEO, TV Asahi Corporation | ||||
February 2022 | Chairman & CEO and President & COO, TV Asahi Corporation | |||
June 2022 | Chairman of the Company (incumbent) | |||
Chairman, TV Asahi Corporation (incumbent) | ||||
Significant concurrent positions | ||||
Chairman, TV Asahi Corporation | ||||
Member of the Board, TOEI COMPANY, LTD. | ||||
Reason for election | ||||
Mr. Hiroshi Hayakawa was selected as a candidate for Member of the Board | ||||
because, in addition to his extensive experience mainly in programming and news, | ||||
he has deep insight and sound judgment as an Operating Director regarding the | ||||
television broadcasting business overall. Since assuming the position of President | ||||
and Chairman, he has headed the Group with his strategies to enhance the Group's | ||||
value, suggestions towards value creation, etc. The Company, therefore, believes | ||||
that, in light of the current business environment, he will be able to demonstrate | ||||
his ability of appropriate decision-making and supervision for the Company's | ||||
operations. |
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No. | Name | Number of | ||
Past experience, positions, responsibilities and significant concurrent positions | shares of the | |||
(Date of birth) | ||||
Company held | ||||
April 1986 | Joined the Company | |||
June 2012 | General Manager, News Division | |||
April 2014 | General Manager, News Division, TV Asahi Corporation | |||
June 2014 | Member of the Board of the Company | |||
Member of the Board, General Manager, News Division, TV | ||||
Asahi Corporation | ||||
November 2018 | Member of the Board, TV Asahi Corporation | |||
June 2019 | Executive Director, TV Asahi Corporation | |||
June 2022 | President of the Company (incumbent) | |||
President, TV Asahi Corporation (incumbent) | ||||
Hiroshi Shinozuka | Responsibility at the Company | |||
In charge of Human Resources Division and SDGs Management Department | ||||
(June 15, 1962) | ||||
2 | Significant concurrent positions | 31,815 | ||
Reappointment | President, TV Asahi Corporation | |||
Board Director, The Asahi Shimbun Company | ||||
Director, Asahi Broadcasting Group Holdings Corporation | ||||
Director, Video Research Ltd. | ||||
Reason for election | ||||
Mr. Hiroshi Shinozuka was selected as a candidate for Member of the Board | ||||
because, in addition to his extensive experience mainly in news and businesses | ||||
related to the Internet, he has shown deep insight and sound judgment regarding | ||||
the television broadcasting business overall as President of the Company and | ||||
President of TV Asahi Corporation. The Company, therefore, believes that he will | ||||
be able to demonstrate his ability of appropriate decision-making and supervision | ||||
for the Company's operations. | ||||
April 1974 | Joined the Company | |||
February 2003 | General Manager, Human Resources Division | |||
June 2004 | Member of the Board, General Manager, Human Resources | |||
Division | ||||
June 2007 | Member of the Board of the Company | |||
June 2009 | Executive Director, Director-General, Production Headquarters, | |||
TV Asahi Productions Co., Ltd. | ||||
June 2011 | President, TV Asahi Corporation | |||
June 2014 | Executive Director of the Company | |||
Executive Director, TV Asahi Corporation | ||||
June 2016 | Senior Executive Director of the Company | |||
Toru Takeda | Senior Executive Director, TV Asahi Corporation | |||
June 2019 | Member of the Board of the Company (incumbent) | |||
(November 29, 1950) | ||||
3 | Vice Chairman, TV Asahi Corporation (incumbent) | 53,444 | ||
Reappointment | Responsibility at the Company | |||
In charge of Network Strategy Department and Compliance Audit Department | ||||
Significant concurrent positions | ||||
Vice Chairman, TV Asahi Corporation | ||||
Reason for election | ||||
Mr. Toru Takeda was selected as a candidate for Member of the Board because, in | ||||
addition to his extensive experience mainly in marketing sales, networks, | ||||
personnel affairs, and business development, he has deep insight and sound | ||||
judgment as an Operating Director regarding the television broadcasting business | ||||
overall and made many accomplishments including serving as President of a | ||||
Group company. The Company, therefore, believes that he will be able to | ||||
demonstrate his ability of appropriate decision-making and supervision for the | ||||
Company's operations. | ||||
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No. | Name | Number of | ||
Past experience, positions, responsibilities and significant concurrent positions | shares of the | |||
(Date of birth) | ||||
Company held | ||||
April 1979 | Joined the Company | |||
June 2008 | General Manager, Administration Division | |||
June 2010 | Member of the Board, General Manager, Administration Division | |||
of the Company | ||||
June 2012 | Member of the Board of the Company | |||
April 2014 | Member of the Board, TV Asahi Corporation | |||
June 2014 | Executive Director, TV Asahi Corporation | |||
June 2016 | President, TV Asahi Corporation | |||
June 2019 | President, Asahi Satellite Broadcasting Limited | |||
Executive Vice President of the Company | ||||
Member of the Board, TV Asahi Corporation | ||||
June 2022 | Member of the Board & Corporate Advisor, Asahi Satellite | |||
Broadcasting Limited (incumbent) | ||||
Member of the Board of the Company (incumbent) | ||||
Gengo Sunami | Executive Vice President, TV Asahi Corporation (incumbent) | |||
4 | (October 20, 1956) | Responsibility at the Company | 55,741 | |
In charge of Corporate Strategy Division and Finance Division and assistant in | ||||
Reappointment | charge of SDGs Management Department | |||
Significant concurrent positions | ||||
Executive Vice President, TV Asahi Corporation | ||||
Member of the Board & Corporate Advisor, Asahi Satellite Broadcasting Limited | ||||
Managing Director, TOEI ANIMATION CO., LTD. | ||||
Director, KOTOBUKIYA CO., LTD. | ||||
Reason for election | ||||
Mr. Gengo Sunami was selected as a candidate for Member of the Board because, | ||||
in addition to his extensive experience mainly in the content business, general | ||||
administration, finance, and management strategy, and accomplishments including | ||||
serving as President of Asahi Satellite Broadcasting Limited, a major business | ||||
subsidiary, he has acquired deep insight and sound judgment as an Operating | ||||
Director regarding the television broadcasting business overall. The Company, | ||||
therefore, believes that he will be able to demonstrate his ability of appropriate | ||||
decision-making and supervision for the Company's operations. | ||||
April 1987 | Joined the Company | |||
July 2016 | General Manager, Administration Division | |||
General Manager, Administration Division, TV Asahi | ||||
Corporation | ||||
June 2019 | Member of the Board, General Manager, Administration Division | |||
of the Company | ||||
Member of the Board, General Manager, Administration | ||||
Division, TV Asahi Corporation | ||||
July 2021 | Member of the Board, TV Asahi Corporation | |||
Junji Itabashi | June 2022 | Member of the Board of the Company (incumbent) | ||
Executive Director, TV Asahi Corporation (incumbent) | ||||
5 | (March 26, 1964) | Responsibility at the Company | 16,786 | |
Reappointment | In charge of Administration Division and assistant in charge of SDGs Management | |||
Department | ||||
Significant concurrent positions | ||||
Executive Director, TV Asahi Corporation | ||||
Reason for election | ||||
Mr. Junji Itabashi was selected as a candidate for Member of the Board because, | ||||
in addition to his extensive experience mainly in programming, marketing sales, | ||||
and general administration, he has deep insight and sound judgment as an | ||||
Operating Director regarding the television broadcasting business overall. The | ||||
Company, therefore, believes that he will be able to demonstrate his ability of | ||||
appropriate decision-making and supervision for the Company's operations. | ||||
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No. | Name | Number of | ||
Past experience, positions, responsibilities and significant concurrent positions | shares of the | |||
(Date of birth) | ||||
Company held | ||||
April 1987 | Joined The Asahi Shimbun Company | |||
June 2021 | Board Director, Chief Strategy Officer, Corporate Group & | |||
Broadcasting Network Manager, Corporate Planning, Media | ||||
Strategic Planning, Publishing Business, The Asahi Shimbun | ||||
Company | ||||
April 2022 | Managing Director, Chief Strategy Officer, Corporate Group & | |||
Broadcasting Network Manager, The Asahi Shimbun Company | ||||
April 2023 | Managing Director, Chief Strategy Officer, The Asahi Shimbun | |||
Company | ||||
Takashi Horie | June 2023 | Member of the Board of the Company (incumbent) | ||
6 | (July 25, 1964) | Executive Director, TV Asahi Corporation (incumbent) | 2,380 | |
Responsibility at the Company | ||||
Reappointment | ||||
In charge of Public Relations | ||||
Significant concurrent positions | ||||
Executive Director, TV Asahi Corporation | ||||
Reason for election | ||||
Mr. Takashi Horie was selected as a candidate for Member of the Board because | ||||
he has extensive experience at a newspaper company. The Company, therefore, | ||||
believes that, in light of the Company's current situation around which various | ||||
media are making multi-faceted development, he will be able to demonstrate his | ||||
ability of appropriate decision-making and supervision for the Company's | ||||
operations, including public relations, which he is responsible for. | ||||
April 1989 | Joined SENKOSHA Co., Ltd. | |||
October 1997 | Joined the Company | |||
July 2014 | General Manager, Programming Division, TV Asahi Corporation | |||
June 2019 | Member of the Board of the Company | |||
Member of the Board, General Manager, Programming Division, | ||||
TV Asahi Corporation | ||||
July 2020 | Member of the Board, General Manager, Content Programming | |||
Division, TV Asahi Corporation | ||||
Arata Nishi | June 2022 | Member of the Board of the Company (incumbent) | ||
Executive Director, General Manager, Content Programming | ||||
(August 2, 1965) | ||||
7 | July 2023 | Division, TV Asahi Corporation | 15,886 | |
Reappointment | Executive Director, TV Asahi Corporation (incumbent) | |||
Significant concurrent positions | ||||
Executive Director, TV Asahi Corporation | ||||
Reason for election | ||||
Mr. Arata Nishi was selected as a candidate for Member of the Board because, in | ||||
addition to his extensive experience mainly in programming and sports, he has | ||||
deep insight and sound judgment as an Operating Director regarding the television | ||||
broadcasting business overall. The Company, therefore, believes that he will be | ||||
able to demonstrate his ability of appropriate decision-making and supervision for | ||||
the Company's operations. | ||||
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TV Asahi Holdings Corporation published this content on 05 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 June 2024 15:05:06 UTC.