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.
(Mailing date) June 8, 2023
(Start date for electronic provision measures) June 1, 2023 Securities code: 4088
Kikuo Toyoda
Chairman and Representative Director
AIR WATER INC.
12-8,Minami-semba2-chome,Chuo-ku, Osaka
To Our Shareholders:
Notice of the 23rd Annual General Meeting of Shareholders
We are pleased to inform you that the 23rd Annual General Meeting of Shareholders of AIR WATER INC. (hereinafter referred to as the "Company") will be held as set forth below.
Regarding the convocation of this General Meeting of Shareholders, measures for electronic provision have been taken for the information contained in the Reference Materials for the General Meeting of Shareholders, etc. (Electronic Provision Measures Matters), and the information has been posted on the website below.
- The Company's website
https://www.awi.co.jp/en/ir.html
In addition to the above, the information is also posted on the following website.
- The Tokyo Stock Exchange website (TSE Listed Company Search)
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the website above, enter the Company name or securities code to conduct the search, then select "Basic information" and "Documents for public inspection/PR information" to view the information.
If you do not attend the meeting, you may exercise your voting rights either via postal mail, or via electronic means such as the Internet, in which case we ask that you carefully peruse "Reference Materials for General Meeting of Shareholders" listed in Electronic Provision Measures Matters, and submit your votes no later than 5:40 p.m. on Thursday, June 22, 2023 by following the instructions on pages 5-7 (Japanese version).
- Date & Time: Friday, June 23, 2023, at 10:00 a.m. (Reception starts at 9:00 a.m.)
- Venue: 1-1,Kita-nijo-nishi1-chome,Chuo-ku, Sapporo
(Banquet Room "TSURU" on the second floor of New Otani Inn Sapporo)
- Agenda Reporting matters:
- The Business Report, the Consolidated Financial Statements for the 23rd term (For the year ended March 31, 2023), and reports of the audit results on the Consolidated Financial Statements by the Accounting Auditors and the Board of Corporate Auditors.
- The Non-Consolidated Financial Statements for the 23rd term (For the year ended March 31, 2023).
Proposal:
Election of Nine (9) Directors
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- In accordance with laws and regulations and provisions of Article 14 of the Company's Articles of Incorporation, the following matters are not included in the documents sent to shareholders. Accordingly, said documents are part of the documents audited by the Corporate Auditors and the Accounting Auditors when preparing their respective audit reports.
- Consolidated Statement of Changes in Equity and Notes to Consolidated Financial Statements in the Consolidated Financial Statements
- Non-ConsolidatedStatement of Changes in Equity and Notes to Non-Consolidated Financial Statements in the Non-Consolidated Financial Statements
- Should Electronic Provision Measures Matters require revisions, the items before and after revision will be posted on each of the websites indicated above.
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Reference Materials for General Meeting of Shareholders
Proposal: Election of Nine (9) Directors
The terms of office of all the 11 Directors will expire at the close of this meeting, and the Company therefore proposes the election of 9 Directors. The selection of Director candidates is determined by the Board of Directors based on deliberations by the Nomination and Compensation Committee, which is a voluntary advisory body to the Board of Directors.
The candidates for Director are as follows:
Candidate | Name | Current Positions and Areas of Responsibility in the Company, etc. | |||||
Number | |||||||
1 | Kikuo Toyoda | Chairman and | Chief Executive Officer (CEO) | ||||
Reappointed | Representative Director | ||||||
2 | Ryosuke Matsubayashi | President and | Chief Operating Officer (COO) | ||||
Reappointed | Representative Director | ||||||
3 | Keita Hara | Director and Senior | General Manager of Corporate Technology Strategy | ||||
Reappointed | Managing Executive Officer | Center | |||||
4 | Hidetoshi Onoe | Managing Executive Officer | In charge of Health & Safety Group, General | ||||
Newly appointed | Manager of Consumer Health Business Unit | ||||||
In charge of Global & Engineering Group, General | |||||||
5 | Shigeki Otsuka | Managing Executive Officer | Manager of Engineering Center, President of AIR | ||||
Newly appointed | |||||||
WATER ENGINEERING INC. | |||||||
6 | Tsuyoshi Tanaka | Managing Executive Officer | In charge of Digital & Industry Group, General | ||||
Newly appointed | Manager of Industrial Gas Business Unit | ||||||
7 | Yukiko Sakamoto | External Director | External Director | ||||
Reappointed | |||||||
Independent Officer | |||||||
8 | Takao Matsui | External Director | External Director | ||||
Reappointed | |||||||
Independent Officer | |||||||
9 | Yoshihiro Senzai | External Director | External Director | ||||
Reappointed | |||||||
Independent Officer | |||||||
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Candidate | Name | Career Summary, Positions and Areas of Responsibility | Number of Shares | |||||
of the Company | ||||||||
Number | (Date of Birth) | in the Company | owned by the | |||||
Candidate | ||||||||
Jun. 2019 | Chairman, Representative Director and Chief Executive | |||||||
Officer (CEO) of AIR WATER INC. (current position) | ||||||||
Attendance at the Board of Directors Meetings: 14 / 14 | ||||||||
Reasons for nomination as a candidate for Director: | ||||||||
Mr. Kikuo Toyoda served as an Operating Officer of DAIDO Hoxan | ||||||||
Inc., a predecessor of the Company. Since assuming office as Director | ||||||||
in June 2003, he has grown the Medical Business into a pillar of the | ||||||||
Kikuo Toyoda | Company's businesses and has accumulated a wealth of experience in | |||||||
fields of overall management such as personnel affairs, medical | ||||||||
1 | (May 5, 1948) | services and M&As. After assuming office as Chairman and | 73,664 | |||||
Representative Director in June 2019, together with promoting | ||||||||
Reappointed | structural reforms based on "Human Resource Management" and "Data | |||||||
Management" based on the belief that "Employees create businesses | ||||||||
while businesses make employees grow, so employees and businesses | ||||||||
go hand in hand," he has established a growth axis of "global | ||||||||
environment" and "wellness" as business concepts towards 2030, and | ||||||||
he has led the Group by combining diverse businesses, human | ||||||||
resources, and technologies. We therefore propose his reelection as a | ||||||||
Director of the Company. | ||||||||
Apr. 2023 | President, Representative Director and Chief Operating | |||||||
Officer (COO) of AIR WATER INC. (current position) | ||||||||
Attendance at the Board of Directors Meetings: 11 / 11 | ||||||||
Reasons for nomination as a candidate for Director: | ||||||||
Mr. Ryosuke Matsubayashi has held important posts at the Company's | ||||||||
Ryosuke | research institutes, and since assuming office as Executive Officer in | |||||||
2014, he has been leading the structural reform of the engineering | ||||||||
Matsubayashi | ||||||||
2 | division for many years. In addition, he has promoted marketing and | 19,306 | ||||||
(Nov. 16, 1964) | ||||||||
business infrastructure building at overseas locations, including North | ||||||||
Reappointed | America. He has served as Executive Vice President and | |||||||
Representative Director as well as Executive Officer of the Company | ||||||||
since June 2022 and President and Representative Director of the | ||||||||
Company since April 2023, and has extensive experience in overall | ||||||||
management. We therefore propose his reelection as a Director of the | ||||||||
Company. | ||||||||
Jun. 2022 | Director, Senior Managing Executive Officer, General | |||||||
Manager of Corporate Technology Strategy Center of AIR | ||||||||
WATER INC. (current position) | ||||||||
Attendance at the Board of Directors Meetings: 11 / 11 | ||||||||
Reasons for nomination as a candidate for Director: | ||||||||
Keita Hara | Mr. Keita Hara assumed office as President and Representative Director | |||||||
of the Company's subsidiary in 2019 after having held important posts | ||||||||
3 | (Apr. 28, 1960) | 6,208 | ||||||
in the Research and Development division of Sharp Corporation. Since | ||||||||
Reappointed | 2020, as General Manager of Technology Strategy Center, he has | |||||||
improved the Company's technological capabilities, established the | ||||||||
R&D system that was dispersed within the Group, and strengthened | ||||||||
alliances with universities and other research institutes. He leads the | ||||||||
Group with the aim of realizing healthy lifestyles. We therefore propose | ||||||||
his reelection as a Director of the Company. | ||||||||
Jun. 2023 | Managing Executive Officer, in charge of Health & Safety | |||||||
Group, General Manager of Consumer Health Business | ||||||||
Unit of AIR WATER INC. (current position) | ||||||||
Attendance at the Board of Directors Meetings: - | ||||||||
Hidetoshi Onoe | Reasons for nomination as a candidate for Director: | |||||||
Mr. Hidetoshi Onoe has held important posts at KYOWA CO., LTD., | ||||||||
4 | (Nov. 5, 1963) | 3,869 | ||||||
and assumed office as Director of the Company's subsidiary in 2007. | ||||||||
Newly appointed | Since then, he has served as President and Representative Director of | |||||||
the Company's subsidiary and General Manager of the Consumer | ||||||||
Health Business Unit, hence, he has extensive experience and insight in | ||||||||
medical-related businesses and overall management. We therefore | ||||||||
propose his election as Director of the Company. | ||||||||
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Candidate | Name | Career Summary, Positions and Areas of Responsibility | Number of Shares | |||||||||
of the Company | ||||||||||||
Number | (Date of Birth) | in the Company | owned by the | |||||||||
Candidate | ||||||||||||
Jun. 2023 | Managing Executive Officer, in charge of Global & | |||||||||||
Engineering Group, General Manager of Engineering | ||||||||||||
Center of AIR WATER INC. and President of AIR WATER | ||||||||||||
ENGINEERING INC. (current position) | ||||||||||||
Attendance at the Board of Directors Meetings: - | ||||||||||||
Reasons for nomination as a candidate for Director: | ||||||||||||
Shigeki Otsuka | After gaining a variety of international business experience, Mr. | |||||||||||
5 | (Oct. 12, 1961) | Shigeki Otsuka assumed office as President and Representative | 1,200 | |||||||||
Director of the Company's subsidiary in 2021, and has been promoting | ||||||||||||
Newly appointed | the reorganization of dispersed engineering subsidiaries and overseas | |||||||||||
plant construction business. He was appointed Managing Executive | ||||||||||||
Officer of the Company in April 2023, and is working to promote | ||||||||||||
overseas business in North America and India as well as to strengthen | ||||||||||||
the structure of the engineering division. Based on his experience and | ||||||||||||
insight, we propose his election as Director of the Company. | ||||||||||||
Jun. 2023 | Managing Executive Officer, in charge of Digital & | |||||||||||
Industry Group, General Manager of Industrial Gas | ||||||||||||
Business Unit of AIR WATER INC. (current position) | ||||||||||||
Attendance at the Board of Directors Meetings: - | ||||||||||||
Tsuyoshi Tanaka | Reasons for nomination as a candidate for Director: | |||||||||||
In addition to being well versed in the Industrial Gases Business, the | ||||||||||||
6 | (Mar. 26, 1969) | 10,593 | ||||||||||
Company's business foundation, Mr. Tsuyoshi Tanaka has a wealth of | ||||||||||||
Newly appointed | experience in overall management, having served as the President and | |||||||||||
Representative Director of one of the Regional Business Companies | ||||||||||||
and contributed to the expansion of business performance. Based on his | ||||||||||||
experience and insight, we propose his election as Director of the | ||||||||||||
Company. | ||||||||||||
Jun. 2014 | External Director of AIR WATER INC. (current position) | |||||||||||
External Director | Independent officer | |||||||||||
Attendance at the Board of Directors Meetings: 14 / 14 | ||||||||||||
Reasons for nomination as a candidate for External Director and | ||||||||||||
summary of expected roles: | ||||||||||||
Ms. Yukiko Sakamoto successively held various significant posts in the | ||||||||||||
Ministry of Health, Labour and Welfare and also served as the | ||||||||||||
Lieutenant Governor of Shizuoka Prefecture and a member of the | ||||||||||||
Yukiko Sakamoto | House of Councillors. She has accumulated a wealth of experience and | |||||||||||
deep insight through these careers and is deemed to be qualified to | ||||||||||||
7 | (Jan. 20, 1949) | 4,318 | ||||||||||
make continuous use of them for the management of the Company. We | ||||||||||||
Reappointed | therefore propose her reelection as an External Director of the | |||||||||||
Company. Although she has never been involved in corporate | ||||||||||||
management, we believe that she will be able to appropriately execute | ||||||||||||
her duties as External Director of the Company for the reasons stated | ||||||||||||
above. We expect that she will further strengthen the function of the | ||||||||||||
Board of Directors of the Company by providing advice and | ||||||||||||
performing supervisory functions for overall management from a | ||||||||||||
unique viewpoint not shared by the internal Directors, while making | ||||||||||||
use of her wealth of experience and deep insight. | ||||||||||||
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AIR WATER Inc. published this content on 08 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 June 2023 00:50:06 UTC.