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.
Securities code: 9535
June 1, 2023
To our shareholders:
Kensuke Matsufuji
Representative Director and President
HIROSHIMA GAS CO., LTD.
2-7-1,Minami-machiMinami-ku, Hiroshima
Notice of the 169th Annual General Meeting of Shareholders
We are pleased to announce that the 169th Annual General Meeting of Shareholders of HIROSHIMA GAS CO., LTD. (the "Company") will be held as follows.
In convening this General Meeting of Shareholders, the Company has taken electronic provision measures, which provide information contained in the Reference Documents, etc. for the General Meeting of Shareholders (the "matters subject to electronic provision measures") in electronic format, and has posted this information on the following websites on the Internet. Please access either of the following websites to review the information.
【Website of the Company】 https://www.hiroshima-gas.co.jp/english/ir/event/event_01.html
【Website of Tokyo Stock Exchange (Search for a listed company)】 https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
(Please access the Tokyo Stock Exchange website above, enter "Hiroshima Gas" in the "Issue name (company name)" field or our stock exchange code "9535" (in half-width characters) in the "Code" field, and click on "Search" to find search results. Then, click on "Basic information" and "Documents for public inspection/PR information" in this order to find "[Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting]" in the "Filed information available for public inspection" section.)
If you exercise your voting rights via the Internet, etc. or in writing, please review the Reference Documents for General Meeting of Shareholders, and exercise your voting rights by 5:30 p.m. on Wednesday, June 21, 2023 (JST) either by entering your approval or disapproval of the proposals on the website for exercising voting rights specified by the Company (https://evote.tr.mufg.jp/) or indicating your approval or disapproval of the proposals in the voting form and then returning the form to the Company by postal mail.
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1. Date and Time: Thursday, June 22, 2023 at 10:00 a.m. (JST) [Reception will open at 9:15 a.m. (JST)]
2. Venue: | Gastopia Center of the Company, 6F Convention Hall |
1-30,Minamitakeya-cho,Naka-ku, Hiroshima |
3. Purpose of the Meeting
Matters to be reported: 1. The Business Report, the Consolidated Financial Statements and the
Non-consolidated Financial Statements for the 169th fiscal year (from April 1, 2022 to March 31, 2023)
2. The results of audits of the Consolidated Financial Statements for the 169th fiscal year by the Financial Auditor and Audit & Supervisory Board
Matters to be resolved:
Proposal 1: Election of Eleven (11) Directors
Proposal 2: Election of Two (2) Audit & Supervisory Board Members
Proposal 3: Election of One (1) Substitute Audit & Supervisory Board Member
- If you attend the meeting in person, please submit the voting form at the reception.
- The matters below are not included in the paper copy sent to shareholders who have requested it in accordance with the provisions of laws and regulations and Article 13 of the Articles of Incorporation of the Company. These documents are part of the documents audited by the Audit & Supervisory Board Members and the Financial Auditor in preparing their respective audit reports.
- "Overview of system to ensure that the execution of the duties of Directors conforms with laws, regulations, and the Articles of Incorporation and other systems to ensure appropriate operations, and operation status of the systems" of the Business Report
- The "Consolidated Statement of Changes in Net Assets" and the "Notes to Consolidated Financial Statements" of the Consolidated Financial Statements
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The "Statement of Changes in Net Assets" and the "Notes to Financial Statements" of the Non-Consolidated Financial Statements
Note that (1), (2), and (3) are included in the materials audited by the Audit & Supervisory Board Members when preparing the Audit Report, and (2) and (3) are included in the materials audited by the Financial Auditor when preparing the Financial Audit Report.
- In the event that there are any revisions to the matters subject to electronic provision measures, the fact of the revision, information prior to the revision and information after the revision will be posted on the respective websites where the matters are posted.
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Reference Documents for the General Meeting of Shareholders
Proposal No. 1: Election of Eleven (11) Directors
At the conclusion of this annual general meeting of shareholders, the terms of office of all eleven (11) Directors will expire. Therefore, the Company proposes the election of eleven (11) Directors.
The candidates for Director are as follows:
Candidate | Name | Current position and responsibility in the Company | Reference page | |
No. | ||||
1 | Kozo Tamura | Representative Director and Chairman | Reelection | Page 4 |
Representative Director and President and Presidential | ||||
2 | Kensuke Matsufuji | Executive Officer | Reelection | Page 4 |
(in charge of Energy Business Division) | ||||
Director, Senior Executive Officer | ||||
3 | Takeshi Tanimura | (General Manager of Pipeline Business Division, in charge | Reelection | Page 5 |
of General Affairs Department, Finance & Accounting | ||||
Department and Technical Research Institute) | ||||
Director, Senior Executive Officer | ||||
4 | Tomohiko Nakagawa | (in charge of Secretarial Department, Corporate Planning | Reelection | Page 5 |
Department, Environmental & Social Contribution | ||||
Department, Human Resources Department and Digital | ||||
Strategy Department) | ||||
Director, Senior Executive Officer | ||||
5 | Kazunori Tamura | (General Manager of Production Business Division and | Reelection | Page 6 |
General Manager of Purchasing Department, in charge of | ||||
Energy Resources & International Business Department) | ||||
Outside Director | Reelection | |||
6 | Masao Mukuda | Outside | Page 6 | |
Independent | ||||
Reelection | ||||
7 | Koji Ikeda | Outside Director | Outside | Page 7 |
Independent | ||||
Reelection | ||||
8 | Hidetaka Matsuzaka | Outside Director | Outside | Page 7 |
Independent | ||||
Reelection | ||||
9 | Norimasa Tamura | Outside Director | Outside | Page 8 |
Independent | ||||
10 | Yasutaka Okita | Senior Executive Officer | New election | Page 8 |
(General Manager of General Affairs Department) | ||||
11 | Sunao Yoshizaki | Senior Executive Officer | New election | Page 9 |
(Deputy General Manager of Energy Business Division) | ||||
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Candidate | Name | Career summary, position and responsibility in the Company, and significant | Number of the | |
Company's shares | ||||
No. | (Date of birth) | concurrent positions outside the Company | ||
owned | ||||
Apr. 1977 | Joined the Company | |||
June 2002 | General Manager of Raw Materials Department | |||
June 2005 | Executive Officer and General Manager of Raw Materials | |||
Department | ||||
June 2009 | Director, Executive Officer (General Manager of Corporate | |||
Kozo Tamura | Planning Department, Management Headquarters, in charge | |||
of Secretarial Department, Hatsukaichi LNG Terminal, | 150,712 shares | |||
(June 22, 1951) | Bingo Plant and affiliated companies) | |||
Reelection | Apr. 2010 | Representative Director and President (in charge of Energy | ||
1 | Business Division) | |||
June 2017 | Representative Director and Chairman | |||
(current position) | ||||
[Significant concurrent positions outside the Company] | ||||
・Outside Director of Hiroshima Electric Railway Co., Ltd. | ||||
[Reason for nomination as candidate for Director] | ||||
Kozo Tamura has mainly engaged in duties related to corporate planning and raw materials. He served as Representative | ||||
Director and President for around seven (7) years from April 2010 to June 2017 and has served as Chairman of the Board of | ||||
Directors as Representative Director and Chairman since June 2017, possessing extensive experience and deep insight. | ||||
Accordingly, the Company hereby proposes his reelection as Director. | ||||
Apr. 1983 | Joined the Company | |||
June 2007 | General Manager of Secretarial Department | |||
June 2010 | General Manager of Public Relations and Environment | |||
Department, Management Headquarters | ||||
June 2011 | Executive Officer and General Manager of Residential | |||
Kensuke Matsufuji | Energy Sales Department, Energy Business Division | |||
June 2013 | Director, Executive Officer (General Manager of Finance & | |||
(November 27, 1959) | 124,533 shares | |||
Accounting Department, Management Headquarters, in | ||||
Reelection | ||||
charge of Secretarial Department and Raw Materials | ||||
2 | June 2015 | Department, Management Headquarters) | ||
Director, Senior Executive Officer (General Manager of | ||||
Energy Business Division) | ||||
June 2017 | Representative Director and President and Presidential | |||
Executive Officer (in charge of Energy Business Division) | ||||
(current position) | ||||
[Reason for nomination as candidate for Director] | ||||
Kensuke Matsufuji has mainly engaged in duties related to sales. Assuming the office as Representative Director in June | ||||
2017, he has served as President, the position with ultimate responsibility for execution of business of the Company, | ||||
possessing extensive experience and deep insight. Accordingly, the Company hereby proposes his reelection as Director. | ||||
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Candidate | Name | Career summary, position and responsibility in the Company, and significant | Number of the | |
Company's shares | ||||
No. | (Date of birth) | concurrent positions outside the Company | ||
owned | ||||
Apr. 1984 | Joined the Company | |||
Apr. 2009 | General Manager of Supply Facility Department, Pipeline | |||
Business Division | ||||
June 2011 | General Manager of Hatsukaichi LNG Terminal | |||
June 2012 | Executive Officer and General Manager of Hatsukaichi | |||
LNG Terminal | ||||
June 2015 | Director, Executive Officer (General Manager of Finance & | |||
Accounting Department, Management Headquarters, in | ||||
charge of Secretarial Department and Raw Materials | ||||
Department, Management Headquarters) | ||||
Apr. 2016 | Director, Executive Officer (General Manager of Finance & | |||
Takeshi Tanimura | Accounting Department, in charge of General Affairs | |||
Department, Human Resources Department and Raw | ||||
(November 7, 1961) | Materials Department) | 50,657 shares | ||
Reelection | June 2017 | Director, Senior Executive Officer (General Manager of | ||
Corporate Planning Department, in charge of Secretarial | ||||
3 | Department and affiliated companies) | |||
Apr. 2019 | Director, Senior Executive Officer (General Manager of | |||
Pipeline Business Division, in charge of Technical Research | ||||
Institute) | ||||
Apr. 2023 | Director, Senior Executive Officer (General Manager of | |||
Pipeline Business Division, in charge of General Affairs | ||||
Department, Finance & Accounting Department and | ||||
Technical Research Institute) | ||||
(current position) | ||||
[Significant concurrent positions outside the Company] | ||||
・Representative Director and President, Setouchi Pipeline Co., Ltd. | ||||
[Reason for nomination as candidate for Director] | ||||
Takeshi Tanimura has mainly engaged in duties related to gas supply and production. As Executive Officer since 2012, he | ||||
served as General Manager of Hatsukaichi LNG Terminal and General Manager of Finance & Accounting Department and | ||||
Corporate Planning Department. Currently a Director, Senior Executive Officer, he serves as General Manager of Pipeline | ||||
Business Division, possessing extensive experience and deep insight. Accordingly, the Company hereby proposes his | ||||
reelection as Director. | ||||
Apr. 1987 | Joined the Company | |||
Apr. 2009 | General Manager of Purchasing Department, Management | |||
Headquarters | ||||
June 2013 | Executive Officer and General Manager of Raw Materials | |||
Department, Management Headquarters | ||||
Apr. 2016 | Executive Officer and General Manager of Raw Materials | |||
Department | ||||
Tomohiko Nakagawa | June 2016 | Director, Executive Officer (General Manager of Production | ||
Business Division, in charge of Purchasing Department and | 42,257 shares | |||
(March 23, 1963) | ||||
Reelection | Raw Materials Department) | |||
Apr. 2019 | Director, Senior Executive Officer (General Manager of | |||
4 | Corporate Planning Department, in charge of Secretarial | |||
Department and Human Resources Department) | ||||
Apr. 2023 | Director, Senior Executive Officer (in charge of Secretarial | |||
Department, Corporate Planning Department, | ||||
Environmental & Social Contribution Department, Human | ||||
Resources Department and Digital Strategy Department) | ||||
(current position) | ||||
[Reason for nomination as candidate for Director] | ||||
Tomohiko Nakagawa has mainly engaged in duties related to gas supply and raw materials. As Executive Officer since 2013, | ||||
he served as General Manager of Raw Materials Department and Production Business Division. Currently a Director, Senior | ||||
Executive Officer, he supervises Secretarial Department, Corporate Planning Department, etc., possessing extensive | ||||
experience and deep insight. Accordingly, the Company hereby proposes his reelection as Director. |
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Disclaimer
Hiroshima Gas Co. Ltd. published this content on 24 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 May 2023 08:54:06 UTC.