This Notice is an excerpt translation of the Japanese original for reference purposes only. In the event of any discrepancy between this translated Notice 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 No. 7864 (Date of issuance) June 2, 2023 (Commencement date of measures for providing information in electronic format) May 29, 2023
Shigeko Okazaki, Director, Representative Executive Officer, President and CEO
Fuji Seal International, Inc.
4-1-9, Miyahara, Yodogawa-ku, Osaka
Convocation Notice of the 65th Annual General Meeting of Shareholders
To our shareholders, thank you for your support.
You are cordially invited to attend the 65th Annual General Meeting of Shareholders as follows.
In convening this General Meeting of Shareholders, the Company has taken measures to provide information contained in "Reference Documents for the General Meeting of Shareholders," etc. (the items subject to measures for providing information in electronic format) in electronic format, and has posted this information on the Company's website on the Internet. Please access the Company's website below to review the information.
【Company's website】https://www.fujiseal.com/en/
(Please access the website above and click on "Investor Relations," "Shareholder and Stock Information," then "General Meeting of Shareholders" to review the information.)
In addition to the Company's website above, the Company has also posted the items subject to measures for providing information in electronic format on each of the following websites, so please access the websites to review the information.
【Website for posted informational materials for the general meeting of shareholders】 https://d.sokai.jp/7864/teiji/ (in Japanese)
【Tokyo Stock Exchange's website】(Listed Company Search) https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
(Please access the Tokyo Stock Exchange's website above, enter "Fuji Seal International" in "Issue name
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(company name)" or "7864" in "Code" and click "Search." Next, click "Basic information" and "Documents for public inspection/PR information."
If you are unable to attend the meeting, you can exercise your voting rights by electronic voting (Internet) or by mail (voting form). Please exercise your vote by 5:00 p.m. on Wednesday, June 21, 2023, after examining the Reference Documents for the General Meeting of Shareholders.
Thank you.
1. Date and Time | 11:00 a.m. on June 22, 2023 (Thursday) |
(Reception will open from 10:30 a.m.) | |
2. Venue | 4F "Soreiyu," Mielparque Osaka |
4-2-1, Miyahara, Yodogawa-ku, Osaka | |
3. Agenda | Matters to be Reported |
1. Report on the Business Report and the consolidated financial statements for the | |
65th business year (April 1, 2022 to March 31, 2023), and report on the audit results | |
of the Business Report and consolidated financial statements by the outside | |
accounting auditor and the Audit Committee | |
2. Report on the non-consolidated financial statements for the 65th business year | |
(April 1, 2022 to March 31, 2023) | |
Matters to be Resolved | |
Proposal Election of six directors | |
4. Matters | (1) When exercising voting rights in writing (by mail), if neither approval nor |
concerning | disapproval of a proposal is indicated on the voting form, it shall be deemed a vote |
exercise of voting | of approval. |
rights | (2) If a shareholder exercises the voting rights more than once, the last vote made shall |
be taken as the validly exercised vote. | |
(3) If a shareholder exercises the voting rights via both the Internet and in writing (by | |
mail), the vote via the Internet shall be taken as the validly exercised vote, | |
regardless of the time of arrival. | |
- In accordance with the implementation of the amendment to the Companies Act regarding measures for providing reference materials for general meetings of shareholders in electronic format, reference materials for general meetings of shareholders previously provided in writing (Reference Documents for the General Meeting of Shareholders, Business Report, consolidated financial statements, non-consolidated financial statements, and audit report) are now posted on websites listed in this Convocation Notice. Please access the websites listed in this Convocation Notice to review the information. In addition, for this General Meeting of Shareholders, the Company is sending paper-based documents stating the items subject to measures for providing information in electronic format to all shareholders, regardless of whether or not a request for paper-based documents has been made, in order to avoid confusion.
- In accordance with laws and regulations and Article 14 Paragraph 2 of the Company's Articles of Incorporation, certain items subject to measures for providing information in electronic format, specifically the "Consolidated Statements of Changes in Net Assets," "Notes to the Consolidated Financial Statements," "Non-Consolidated Statements of Changes in Net Assets," and "Notes to the Non- Consolidated Financial Statements," are not included in the paper-based documents to be mailed. As a result, consolidated financial statements and non-consolidated financial statements included in the
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documents constitute only part of the audited consolidated financial statements and non-consolidated financial statements in preparing the accounting audit report and audit report by the outside accounting auditor and the Audit Committee.
- Any amendments to the items subject to measures for providing information in electronic format will be posted on the Company's website above, the website for posted reference materials for general meetings of shareholders, and the Tokyo Stock Exchange website with a notice to that effect displaying the items before and after the revision.
- When attending the meeting, please submit the voting form at the reception desk.
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Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal: Election of six directors
All five (5) directors' terms of office will expire at the end of this General Meeting of Shareholders. Accordingly, in order to further strengthen the management structure, the Company requests the election of six
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directors based on the decision of the Nomination Committee. The Nomination Committee has selected appropriate candidates for directors making reference to the Selection Criteria for Directors.
The Director candidates are as follows:
Candidate No. | Name | Candidate | Present position and responsibilities | ||||||||
characteristics | |||||||||||
Reelection | |||||||||||
1 | Hiroumi Shioji | Outside | Outside Director | ||||||||
Independent | |||||||||||
Reelection | |||||||||||
2 | Tatsundo Maki | Outside | Outside Director | ||||||||
Independent | |||||||||||
Reelection | |||||||||||
3 | Yuichi Seki | Outside | Outside Director | ||||||||
Independent | |||||||||||
4 | Shigeko Okazaki | Reelection | Director, Representative Executive Officer, | ||||||||
President and CEO | |||||||||||
5 | Yoichi Okazaki | New appointment | Executive Officer in charge of machinery and | ||||||||
Europe operations | |||||||||||
6 | Akikazu Yada | New appointment | Executive Officer in charge of finance, CFO | ||||||||
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【Skills required for the Board of Directors and reasons therein】
The Company's Board of Directors shall comprise members deemed suitable in light of a skill matrix to take into account the skills and experience required of Directors as well as diversity from the perspective of the Company's nine materiality issues, which are directly linked to its corporate vision "Our Value to People and the Planet" tied to contributing to a sustainable society.
Skill | Reason for selection | Number of |
applicable | ||
directors | ||
Corporate | Directors with experience and a track record in management are required | 6 |
management | to establish and implement growth strategies centered on ESG and realize | |
the Group's vision "Our Value to People and the Planet" amid a | ||
dramatically changing business environment as a leading packaging | ||
company. | ||
Marketing | Keeping an ear to customers and the market, understanding the essence of | 6 |
their needs, and growing together with them is key to sustainable growth | ||
in the packaging market. Directors with such experience are required. | ||
Manufacturing and | Directors with experience promoting various innovations, solid | 3 |
development | knowledge in the fields of technology, quality, and the environment, and | |
respective experience in strategic planning are required to develop and | ||
bring to market eco-friendly products to realize a circular society. | ||
Global business | Directors with business management experience overseas and ample | 5 |
knowledge and experience regarding things like business conditions, | ||
lifestyles, and culture overseas to respond to local needs are required to | ||
accelerate global expansion and strengthen profitability. | ||
Human resource | A human resource strategy capable of maximizing the potential of every | 6 |
development | employee as they adapt to change and grow is needed to achieve | |
sustainable growth. Directors with solid knowledge in the field of human | ||
resource development, including promoting diversity, and respective | ||
understanding and experience in strategic planning are required. | ||
Financial strategy | Directors with solid knowledge in the fields of finance and accounting and | 5 |
respective experience in strategic planning are required to build a strong | ||
financial base, promote growth investments (including M&A) targeting | ||
sustainable enhancement of corporate value, and strengthen shareholder | ||
returns. | ||
Compliance, | Establishment of an appropriate governance system is the foundation for | 6 |
governance, and | sustainable enhancement of corporate value needed by society. Directors | |
risk management | with solid knowledge in the fields of corporate governance, risk | |
management, compliance, and respective experience in strategic planning | ||
are also required to enhance the effectiveness of management supervision | ||
by the Board of Directors. | ||
Sustainability and | Directors with knowledge about decarbonization, eco-design, diversity, | 2 |
environmental | and work-life balance as well as the ability to promote initiatives in those | |
management | areas are required to be a company that contributes to realizing a | |
sustainable society by solving ESG issues with packaging. | ||
Digital | Directors capable of driving change leveraging data and digital technology | 2 |
transformation | are needed to create exciting new value and maintain and strengthen | |
(DX) promotion | competitiveness in the market. |
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Fuji Seal International Inc. published this content on 06 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 June 2023 22:01:04 UTC.