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.
Securities Code: 3038 January 11, 2023
To Shareholders with Voting Rights
Hirokazu Numata
President and Representative Director
Kobe Bussan Co., Ltd.
125-1 Hirano, Kakogawa-cho,
Kakogawa-shi, Hyogo
Notice of the 37th Annual General Meeting of Shareholders
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 37th Annual General Meeting of Shareholders of Kobe Bussan Co. Ltd. (the "Company") will be held as described below.
In order to prevent the spread of COVID-19 infections, we encourage our shareholders to refrain from attending the meeting on the date of the event to the extent possible and exercise your voting rights in advance via the Internet, etc. or in writing. If you choose not to attend the meeting on the date of the event, please review the hereto attached Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 6:00 p.m. on Thursday, January 26, 2023, Japan time.
The General Meeting of Shareholders requires registration for attendance in advance.If you prefer to attend the meeting in person, please read pages 5 and 6 of the Japanese original of this notice and make registration in advance.
Please note that we will not provide souvenirsto attendees of the General Meeting of Shareholders. Thank you for your understanding and cooperation.
Particulars
1. Date and Time:10:00 a.m., Friday, January 27, 2023
2. Place: | Banquet Hall Ohwada, 1st floor, South Building, Kobe Portopia Hotel |
6-10-1 Minatojima Nakamachi, Chuo-ku,Kobe-shi, Hyogo |
3. Meeting Agenda
Matters to be reported: 1. The Business Report, the Consolidated Financial Statements, and the Results
of Audits of the Consolidated Financial Statements by Accounting Auditors and the Audit and Supervisory Committee for the 37th Fiscal Year (from November 1, 2021 to October 31, 2022)
2. The Non-consolidated Financial Statements for the 37th Fiscal Year (from November 1, 2021 to October 31, 2022)
Matters to be resolved:
Proposal No. 1 - Partial Amendments to the Articles of Incorporation
Proposal No. 2 - Election of Six (6) Directors (excluding Directors Who are Audit and Supervisory Committee Members)
Proposal No. 3 - Approval for Issuance of Share Acquisition Rights as Stock Options for Directors (excluding Directors Who are Audit and Supervisory Committee Members and Outside Directors) and Employees of the Company as well as Directors and Employees of its Subsidiaries
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4. Guide to the Exercise of Voting Rights
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When you exercise your voting rights in writing
Please indicate your approval or disapproval of each proposal on the enclosed voting rights exercise form and return to arrive by the deadline specified on the previous page. - When you exercise your voting rights via the Internet, etc.
Please read the Guide to the Exercise of Voting Rights via the Internet, etc. on pages 3 and 4 of the Japanese original of this notice, and enter your approval or disapproval of each proposal following the on-screen guidance by the deadline specified on the previous page. - When you have exercised your rights multiple times
If you exercise your voting rights both in writing and via the Internet, etc., the exercise via the Internet, etc. will be treated as a valid exercise of voting rights. If you exercise your voting rights multiple times via the Internet, etc., the latest exercise will be treated as a valid exercise of voting rights. - When you have a proxy attend the meeting
Please have the proxy present a written proof of his/her voting rights together with the voting rights exercise form at the reception desk of the venue. The proxy must be another shareholder of the Company who has voting rights as provided by the provisions of Article 16 of the Articles of Incorporation of the Company.
Based on relevant laws and regulations and Article 15 of the Articles of Incorporation of the Company, following items are disclosed on the Company's website https://www.kobebussan.co.jp/ (available in Japanese only) and not included in the attachment to this notice.
- Consolidated Statements of Changes in Equity
- Notes to Consolidated Financial Statements
- Non-consolidatedStatements of Changes in Equity
- Notes to Non-consolidated Financial Statements
Accordingly, the attachment of this notice is a part of Consolidated and Non-consolidated Financial Statements which Audit and Supervisory Committee and Accounting Auditors respectively audited to prepare audit reports and accounting audit reports.
When you attend the meeting, please present the enclosed Voting Rights Exercise Form at the reception desk of the venue.
Please note that any changes to the Reference Documents for the General Meeting of Shareholders, Business Report, and Consolidated and Non-consolidated Financial Statements will be posted on the Company's website https://www.kobebussan.co.jp/ (available in Japanese only).
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Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1 - Partial Amendments to the Articles of Incorporation
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Reasons for the amendments
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the "Act Partially Amending the Companies Act" (Act No. 70 of 2019) was enforced on September 1, 2022. Accordingly, upon the introduction of the system for electronic provision of materials for general meetings of shareholders, the Articles of Incorporation of the Company shall be amended as follows. - The proposed Article 15, Paragraph 1 provides that information contained in the reference documents for the general meeting of shareholders, etc. shall be provided electronically.
- The purpose of the proposed Article 15, Paragraph 2 is to establish a provision to limit the scope of matters to be included in the paper copy to be sent to shareholders who have requested it.
- The provision of the Internet disclosure and deemed provision of the reference materials for the general meeting of shareholders, etc. (Article 15 of the current Articles of Incorporation) will become unnecessary and will therefore be deleted.
- Supplementary provisions related to the effectiveness of the above provision to be deleted shall be established.
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Details of the amendment
Details of the amendments are as follows.
(Amended parts are underlined.) | |||||||||||||||||||
Current Articles of Incorporation | Proposed Amendments | ||||||||||||||||||
(Internet Disclosure and Deemed Provision of | (Deleted) | ||||||||||||||||||
Reference Documents for the General Meeting of | |||||||||||||||||||
Shareholders, Etc.) | |||||||||||||||||||
Article 15(1) | The Company may provide | ||||||||||||||||||
information pertaining to matters to be | |||||||||||||||||||
described or indicated in the reference | |||||||||||||||||||
documents for the general meeting of | |||||||||||||||||||
shareholders, non-consolidated | |||||||||||||||||||
financial statements, consolidated | |||||||||||||||||||
financial statements, and business | |||||||||||||||||||
report by disclosing such information | |||||||||||||||||||
through the Internet in accordance | |||||||||||||||||||
with the provisions provided in the | |||||||||||||||||||
Ordinance of the Ministry of Justice. | |||||||||||||||||||
(2) | When disclosing information as set | ||||||||||||||||||
forth in the preceding paragraph, the | |||||||||||||||||||
Company shall be deemed to have | |||||||||||||||||||
provided information concerning said | |||||||||||||||||||
matters to shareholders in accordance | |||||||||||||||||||
with the provisions provided in the | |||||||||||||||||||
Ordinance of the Ministry of Justice. | |||||||||||||||||||
(Newly established) | (Measures for Electronic Provision, Etc.) | ||||||||||||||||||
Article 15(1) The Company shall, when convening a | |||||||||||||||||||
general meeting of shareholders, | |||||||||||||||||||
provide information contained in the | |||||||||||||||||||
reference documents for the general | |||||||||||||||||||
meeting of shareholders, etc. | |||||||||||||||||||
electronically. |
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Current Articles of Incorporation | Proposed Amendments | ||||||||||||||||
(2) Among the matters to be provided | |||||||||||||||||
electronically, the Company may | |||||||||||||||||
choose not to include all or part of the | |||||||||||||||||
matters stipulated in the Ordinance of | |||||||||||||||||
the Ministry of Justice in the paper copy | |||||||||||||||||
to be sent to shareholders who have | |||||||||||||||||
requested it by the record date for | |||||||||||||||||
voting rights. | |||||||||||||||||
Supplementary provisions | Supplementary provisions | ||||||||||||||||
Article 1 | (Provisions omitted) | Article 1 | (Unchanged) | ||||||||||||||
(Newly established) | (Transitional Measures Related to Measures for | ||||||||||||||||
Electronic Provision, Etc.) | |||||||||||||||||
Article 2(1) Article 15 (Internet Disclosure and | |||||||||||||||||
Deemed Provision of Reference | |||||||||||||||||
Documents for the General Meeting of | |||||||||||||||||
Shareholders, Etc.) of the current | |||||||||||||||||
Articles of Incorporation shall remain in | |||||||||||||||||
force with respect to a general meeting | |||||||||||||||||
of shareholders to be held on a date | |||||||||||||||||
within six months from September 1, | |||||||||||||||||
2022. | |||||||||||||||||
(2) This article shall be deleted after the | |||||||||||||||||
lapse of three months from the date of | |||||||||||||||||
the general meeting of shareholders set | |||||||||||||||||
forth in the preceding paragraph. | |||||||||||||||||
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Proposal No. 2 - Election of Six (6) Directors (excluding Directors Who are Audit and Supervisory Committee Members)
The term of office of all six (6) Directors (excluding Directors Who are Audit and Supervisory Committee Members; hereinafter the same shall apply in this proposal) will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the Company proposes the election of six (6) Directors.
With regard to this proposal, the Audit and Supervisory Committee of the Company has determined that all candidates for Directors are qualified.
The candidates for Directors are as follows.
Number of | ||||
Candidate | Name | Career summary, position, assignment, and significant | shares of the | |
No. | (Date of birth) | concurrent position(s) | Company | |
held (shares) | ||||
Apr. 2009 | Joined the Company | |||
Apr. 2010 | Manager, STB Production Division | |||
Hirokazu Numata | Jan. 2011 | Director | ||
Feb. 2012 | President and Representative Director | |||
(November 16, 1980) | ||||
1 | (current position) | 6,985,000 | ||
[Male] | ||||
Feb. 2018 | Director in charge of Foodservice Promotion | |||
[Reappointment] | ||||
Division (current position) | ||||
(Significant concurrent position) | ||||
Director, Kobe Bussan (H.K.) Limited |
[Reason for nomination]
Hirokazu Numata has engaged in the management of the entire Kobe Bussan Group as President and Representative Director of the Company since 2012. Since the appointment, he has streamlined the business portfolio to expand business and improve operational efficiency. As he has fulfilled his responsibilities by successfully expanding sales with appropriate management judgment, the Company believes that he is appropriate as Director of the Company.
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Kobe Bussan Co. Ltd. published this content on 05 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 January 2023 09:57:04 UTC.