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.
(Stock Exchange Code: 4634)
March 6, 2024
(Commencement of provision of documents in electronic format: February 29, 2024)
To Shareholders with Voting Rights:
Satoru Takashima
President, Representative Director artience Co., Ltd.
2-2-1 Kyobashi, Chuo-ku, Tokyo
NOTICE OF THE 186th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
Please be informed that the 186th Annual General Meeting of Shareholders of artience Co., Ltd. (the "Company") will be held as follows.
The notice of the 186th General Meeting of Shareholders is provided in an electronic format. The information, including the Reference Documents for the General Meeting of Shareholders (the matters to be provided in an electronic format), is posted on "4. Website where the matters to be provided in an electronic format are posted" described later. Please access the website for details.
If you are unable to attend the meeting, please exercise your voting rights via writing or the Internet, etc. The content of each proposal is as stated in the Reference Documents for the General Meeting of Shareholders presented on "4. Website where the matters to be provided in an electronic format are posted" described later. Please review the Reference Documents for the General Meeting of Shareholders and exercise your voting rights by following the instructions below by 5:00 p.m. on Monday, March 25, 2024, Japan time.
1. Date and Time:
2. Place:
Tuesday, March 26, 2024 at 10:00 a.m. Japan time Conference room on the 29th floor of the Company located at 2-2-1 Kyobashi, Chuo-ku, Tokyo, Japan
3. Meeting Agenda:
Matters to be reported:
1. The Business Report, Consolidated Financial Statements for the Company's 186th Fiscal Year (January 1, 2023 - December 31, 2023) and results of audits by the Accounting Auditor and the Audit & Supervisory Committee of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company's 186th Fiscal Year (January 1, 2023 - December 31, 2023)
Proposals to be resolved: Company proposalsProposal 1:
Appropriation of Surplus
Proposal 2:
Election of 8 Directors (Excluding Directors Who Are Audit & Supervisory Committee Members)
Proposal 3:
Election of 4 Directors Who Are Audit & Supervisory Committee Members
Shareholder proposal
Proposal 4:
Purchase of Treasury Shares
4. Website where the matters to be provided in an electronic format are posted
No. | Website and its URL | How to access |
1 | Company's websitehttps://www.artiencegroup.com/ja/corporate/ir/stock-information/generalmeeting.html (Japanese only) | Please review the NOTICE OF THE 186th ANNUAL GENERAL MEETING OF SHAREHOLDERS |
2 | Listed Company Search (Tokyo Stock Exchange website)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show | Please enter the Company's name or stock exchange code and select "Basic information," then "Documents for public inspection/PR information." |
3 | The Portal of Shareholders' Meeting® (Sumitomo Mitsui Trust Bank, Limited) https://www.soukai-portal.net (Japanese only) QR code is presented on the enclosed Voting Rights Exercise Form. | Please scan the QR code on the enclosed Voting Rights Exercise Form or enter your ID/password to access. |
*Each website may be temporarily inaccessible due to scheduled maintenance, etc. If you cannot access the website, please check the matters from a different website or try accessing again later.
5. Predetermined Terms of Convocation
(1) In accordance with laws and regulations and the provision of the Articles of Incorporation of the Company, of the matters to be provided in an electronic format, the following are not included in the paper copy of the documents sent to shareholders who have requested it. The Audit & Supervisory Committee and the Accounting Auditor audited the documents subject to audit, including the following.
i) The following items in the Business Report
"Matters Relating to Share Acquisition Rights, Etc.," "Status of the Accounting Auditor," "Systems and Policies of the Company"
ii) The following items in the Consolidated Financial Statements
"Consolidated Statements of Changes in Equity," "Notes to Consolidated Financial Statements"
iii) The following items in the Non-consolidated Financial Statements
"Statements of Changes in Equity," "Notes to Non-consolidated Financial Statements"
(2) If you exercise your voting rights both by mailing the Voting Rights Exercise Form and via the Internet, etc., only the vote placed via the Internet is deemed valid.
(3) If you exercise your voting rights multiple times via the Internet, etc., your last votes will be deemed valid.
(4) When using the Voting Rights Exercise Form, if you indicate neither approval nor disapproval of a proposal, it shall be deemed a vote of approval for Company proposals and a vote of disapproval for shareholder proposal.
When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
Should the matters provided in an electronic format require revisions, the notification of revisions, and the matters before and after the revisions will be presented on "4. Website where the matters to be provided in an electronic format are posted."
・We will not prepare souvenirs. We appreciate your understanding.
・If there is a major change in the operation of the meeting, the Company will post a notification on its website.
Live video streaming of the meeting will be available on the Internet. Please refer to page 4 for details on how to view the video.
The video of the meeting will be available on the Company's website at a later date. (https://www.artiencegroup.com/ja/corporate/ir/stock-information/generalmeeting.html) (Japanese only)
Since we recognize the Annual General Meetings of Shareholders are important contact events with our shareholders, the Company will live stream the meeting to allow as many shareholders as possible to view the meeting.
The live streaming will be a hybrid virtual shareholder meeting (participation type) wherein shareholders are able to view only. Therefore, voting rights cannot be exercised by live streaming. Shareholders viewing the live streaming are requested to exercise their voting rights in advance. In addition, shareholders are not able to propose any motions, vote on any motions, or ask questions. We appreciate your understanding.
Instead, shareholders are able to ask questions beforehand via our live steaming website. Each shareholder can submit up to two questions (200 characters maximum each). We will do our best to try to answer as many questions that we receive as possible in the meeting. However, we may not be able to answer every question due to operational circumstances. We appreciate your understanding.
https://sanka55.jp/artience186(Japanese only)
How to Login: Please enter the Shareholder Reference Number and the password written in the paper version of the Notice of the Annual General Meeting of Shareholders to view the live streaming.
⃰ When mailing the Voting Rights Exercise Form, please write down your Shareholder Reference Number for future reference before mailing the form.
Live Streaming Start Date and Time:
Tuesday, March 26, 2024 at 10 a.m. Japan Time (Viewing is available 30 minutes before the start time.)
Submission Period for Advance Questions:
From Tuesday, March 5, 2024 at 9 a.m. Japan Time to Tuesday, March 19, 2024 at 5 p.m. Japan
Time
⃰ Since the meeting is a hybrid virtual shareholder meeting (participation type), the exercising of voting rights cannot be conducted on the live streaming website during live streaming.
⃰
We will take all possible measures to ensure a proper connection environment. However, the live streaming may be cut off due to the connection situation, etc. The Company is not responsible for disadvantages incurred to shareholders due to disconnection. We appreciate your understanding.
⃰
Shareholders are asked to bear the communication cost for viewing the live streaming.
⃰
The Company will do its best to not record shareholders who attend the meeting in person in consideration of their portrait rights, privacy, etc. However, the shareholders may be recorded unavoidably. We appreciate your understanding.
Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposals 1 to 3 are made by the Company.
Proposal 1: Appropriation of Surplus
Based on the Basic Shareholder Return Policy below, the year-end dividend for the fiscal year is proposed as follows by considering the business results for the fiscal year, enhancement of financial structure and future business development.
(1) Type of dividend property
Cash
(2) Matters concerning the allotment of dividend property and the total amount thereof ¥45 per share of common stock of the Company
Total amount: ¥2,386,069,425
(3) Effective date of distribution of surplus March 27, 2024
The Group aims to realize sustainable growth by continuously increasing the satisfaction of all stakeholders including shareholders in the long-term perspective through enriching the lives and cultures of people throughout the world.
The Company's basic policy for dividends is to maintain stable dividend, while also taking into account ensuring a solid business foundation over the long term.
Therefore, in the period covered by the current medium-term management plan (2021 to 2023), the Company sets the current dividend (annual dividend is ¥90) at the lowest price. However, the dividend may be reviewed according to business results. While the basic policy is providing stable dividends, the Company will work on shareholder returns through measures such as the agile purchase of treasury shares in comprehensive consideration of various factors such as cash flow and internal reserves.
The Company's policy for internal reserves is to use them for capital expenditure in our flagship businesses and prospective business fields as well as research and development that can contribute to future profit growth.
(Reference) Transition of Dividends
Proposal 2: Election of 8 Directors (Excluding Directors Who Are Audit & Supervisory Committee Members)
The terms of office of all current 7 Directors (excluding Directors who are Audit & Supervisory Committee Members) will expire at the conclusion of this year's Annual General Meeting of Shareholders. Accordingly, the Company will appoint 1 additional Outside Director to strengthen the supervising function on the management and proposes the election of 8 Directors (excluding Directors who are Audit & Supervisory Committee Members). Based on the results of the deliberations of the Advisory Committee on Nomination and Remuneration, the Audit & Supervisory Committee had discussions and expressed the opinion that all of the candidates are suitable.
The candidates for Directors (excluding Directors who are Audit & Supervisory Committee Members) are as follows:
No. | Name | Sex | Current positions at the Company | Attendance at meetings of the Board of Directors | ||
1 | Katsumi Kitagawa Reappointment | Male | Chairman, Representative Director | 100% (17/17 meetings) | ||
2 | Satoru Takashima Reappointment | Male | President, Representative Director | 100% (17/17 meetings) | ||
3 | Hiroyuki Hamada Reappointment | Male | Senior Managing Director | 100% (17/17 meetings) | ||
4 | Outside Director Shingo Kaneko Reappointment | Male | Director | 100% (17/17 meetings) | ||
5 | O Chise Onodera Reappointment | Outside Director | or | Female | Director | 100% (17/17 meetings) |
Independent | ||||||
6 | Outside Director Tomoko Adachi Reappointment Independent | Female | Director | 100% (13/13 meetings) | ||
7 | Tetsuaki Sato Reappointment | Male | Director | 100% (13/13 meetings) | ||
8 | Yoshinobu Fujimoto ONew appointment | Outside Director | or | Male | - | - |
Independent |
No. | Name (Date of birth) | Past experience, positions, and responsibilities | Number of shares of the Company held |
1 | Katsumi Kitagawa (September 26, 1953) Term of office 18 years and 9 months Attendance at meetings of the Board of Directors 100% (17/17 meetings) Reappointment | April 1977 Joined the Company May 2000 General Manager of Corporate Planning Division of the Company March 2002 Factory Manager of Kawagoe Factory, Polymer Business Administration Department, Chemical Business HQ of the Company June 2004 June 2005 Operating Officer of the Company Director of the Company June 2008 April 2009 Executive Operating Officer of the Company Vice President, Director of the Company June 2009 Vice President, Representative Director of the Company April 2011 April 2014 President, Representative Director of the Company Group CEO of the Company March 2020 Chairman, Representative Director of the Company (to present) | 51,913 |
Reasons for nomination as a candidate for Director (excluding Directors who are Audit & Supervisory Committee Members): Since assuming the office of President, Representative Director of the Company in 2011, Mr. Katsumi Kitagawa has demonstrated strong leadership and has been undertaking the business execution and supervising function on the Company's overall management. In addition, he has been undertaking the business execution and supervising function on the Group's overall management. The Company requests his election as Director with the expectation that he will continue to fulfill his duties as Director who is not an Audit & Supervisory Committee Member of the Company and undertake the supervising function on the Company's overall management, while taking the initiative in enhancing the corporate value of the Group. | |||
No. | Name (Date of birth) | Past experience, positions, and responsibilities | Number of shares of the Company held |
2 | Satoru Takashima (April 18, 1960) Term of office 10 years and 9 months Attendance at meetings of the Board of Directors 100% (17/17 meetings) Reappointment | April 1984 December 2004 April 2011 Joined the Company President & Representative Director of Toyo Ink (Thailand) Co., Ltd. General Manager of Corporate Planning Division of the Company June 2012 June 2013 Operating Officer of the Company Director of the Company April 2014 President & Representative Director of TOYOCHEM CO., LTD. June 2016 March 2019 March 2020 Managing Director of the Company Senior Managing Director of the Company President, Representative Director of the Company (to present) March 2020 Group COO of the Company March 2022 Group CEO of the Company (to present) | 33,488 |
Reasons for nomination as a candidate for Director (excluding Directors who are Audit & Supervisory Committee Members): After assuming key positions mainly in the corporate planning division and at major domestic and overseas affiliate companies, Mr. Satoru Takashima assumed the office of President, Representative Director of the Company in 2020. Since then, he has demonstrated strong leadership and has been undertaking the business execution and supervising function on the Company's overall management as well as the Group's overall management as Group CEO since 2022. The Company requests his election as Director who is not an Audit & Supervisory Committee Member with the expectation that he will continue to fulfill his duties as Director of the Company and undertake the supervising function on the Company's overall management, while taking the initiative in enhancing the corporate value of the Group. |
No. | Name (Date of birth) | Past experience, positions, and responsibilities | Number of shares of the Company held |
3 | Hiroyuki Hamada (July 19, 1958) Term of office 7 years and 9 months Attendance at meetings of the Board of Directors 100% (17/17 meetings) Reappointment | April 1981 Joined the Company September 2005 General Manager of Corporate Administration Department of the Company July 2012 President, Representative Director of TOYO INK EUROPE S. A.S. June 2013 June 2015 June 2016 Operating Officer of the Company Executive Operating Officer of the Company Director of the Company June 2016 General Manager of Corporate Planning Division of the Company March 2019 March 2023 Managing Director of the Company Senior Managing Director, Supervisor of Corporate Departments of the Company(to present) | 8,623 |
Reasons for nomination as a candidate for Director (excluding Directors who are Audit & Supervisory Committee Members): After assuming key positions mainly in the corporate administration division and overseas affiliate company, Mr. Hiroyuki Hamada assumed the office of Director of the Company in 2016. Since then, he has been executing business with his high capabilities and expertise in the management strategy, while supervising the Company's management. The Company requests his election as Director who is not an Audit & Supervisory Committee Member with the expectation that he will continue to appropriately fulfill his duties as Director of the Company and utilize his knowledge in such fields for supervising the Company's management. |
No. | Name (Date of birth) | Past experience, positions, and responsibilities | Number of shares of the Company held |
4 | Shingo Kaneko (November 25, 1950) Term of office 4 years Attendance at meetings of the Board of Directors 100% (17/17 meetings) Reappointment Outside Director | April 1973 Joined TOPPAN PRINTING CO., LTD. (current TOPPAN Holdings Inc.) June 2003 June 2006 Director of TOPPAN PRINTING CO., LTD. Managing Director of TOPPAN PRINTING CO., LTD. June 2008 Senior Managing Director of TOPPAN PRINTING CO., LTD. June 2009 Vice President & Representative Director of TOPPAN PRINTING CO., LTD. June 2010 President & Representative Director of TOPPAN PRINTING CO., LTD. June 2019 Chairman & Representative Director of TOPPAN PRINTING CO., LTD. (to present) March 2020 Outside Director of the Company (to present) Significant concurrent positions: Chairman & Representative Director of TOPPAN Holdings Inc. | 4,300 |
Reasons for nomination as a candidate for Outside Director (excluding Directors who are Audit & Supervisory Committee Members) and outline of the expected role: Mr. Shingo Kaneko has served as Director of TOPPAN Holdings Inc. for many years and assumed the office of President & Representative Director of the company in June 2010, thereby possessing a wealth of experience in and broad insight into such field as corporate management. Although he does not satisfy the criteria of independence for outside officers set forth by the Company, he has provided advice and instruction since assuming the office of Director of the Company in 2020 from an objective perspective for its overall management as a management professional well-versed in the industry, in consideration of the business environment surrounding the Group. The Company requests his election as Outside Director who is not an Audit & Supervisory Committee Member with the expectation that he will continue to provide useful advice and input for management of the Group based on his experience and knowledge. |
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Artience Co. Ltd. published this content on 26 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 March 2024 04:21:06 UTC.