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 4633) March 6, 2024
To Shareholders with Voting Rights:
Yoshiaki Ueno
Representative Director, President &
CEO
SAKATA INX CORPORATION
1-23-37 Edobori, Nishi-ku, Osaka
NOTICE OF THE 146TH
ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
To all those who have been affected by the recent 2024 Noto Peninsula Earthquake, we would like to express our deepest sympathies and pray for the restoration and reconstruction of the region as soon as possible.
We hereby announce the 146th Annual General Meeting of Shareholders of SAKATA INX CORPORATION (the "Company"). The meeting will be held for the purposes as described below.
When convening this general meeting of shareholders, the Company takes measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. (items for which the measures for providing information in electronic format will be taken) in electronic format, and posts this information on each website below. Please access either of the websites by using the corresponding internet address shown below to review the information.
The Company's website: https://www.inx.co.jp/ir/investor/meeting.html (in Japanese)
Website where information materials for the general meeting of shareholders are posted: https://d.sokai.jp/4633/teiji/ (in Japanese)
Tokyo Stock Exchange, Inc. (TSE) website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show (in Japanese)
(Access the TSE website "Listed Company Search" using the above internet address, enter the Company's name "SAKATA INX CORPORATION" in "Issue name (company name)" or its securities code "4633" in "Code," and click "Search." Then, click "Basic information" and select "Documents for public inspection/PR information." Under "Filed information available for public inspection," review the information by selecting the button under the "Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting.")
If you will not be attending the meeting in person, you can exercise your voting rights via the Internet, etc. or in writing (by mail). Please review the Reference Documents for the General Meeting of Shareholders, and exercise your voting rights by 5:30 p.m. on Tuesday, March 26, 2024, Japan time. (The Voting Rights Exercise Form and the Reference Documents are available in Japanese only.)
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1. Date and Time: Wednesday, March 27, 2024 at 10:00 a.m. (JST) (Registration will begin at 9:00 a.m.)
2. Place: | SAKATA INX CORPORATION Osaka Head Office |
1-23-37 Edobori, Nishi-ku, Osaka |
3. Meeting Agenda: Matters to be reported:
- The Business Report, Consolidated Financial Statements for the Company's 146th Fiscal Year (January 1, 2023 - December 31, 2023) and results of audits by the Accounting Auditor and the Audit & Supervisory Board of the Consolidated Financial Statements
- Non-consolidatedFinancial Statements for the Company's 146th Fiscal Year (January 1, 2023 - December 31, 2023)
Proposals to be resolved:
Proposal 1: Distribution of Surplus
Proposal 2: Amendment to the Articles of Incorporation
Proposal 3: Election of 8 Directors
Proposal 4: Election of 1 Audit & Supervisory Board Member
4. Other matters concerning the meeting:
- In the case where you choose to exercise your voting rights in writing (by mail), if there is no indication of your vote for or against a proposal on the voting form, it will be treated as a vote "for" the proposal.
- If you exercise your voting rights via the Internet, etc. multiple times, the vote exercised last will be recorded as the effective vote.
- If you exercise your voting rights both via the Internet, etc. and in writing (by mail), your exercise of voting rights via the Internet, etc., will be treated as valid, regardless of the date of arrival.
- If you exercise your voting rights by proxy, you may designate one other shareholder holding voting rights of the Company to attend the meeting. Please note, however, that it is necessary to submit a document proving the authority of proxy.
- When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
- If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of the items before and after the revisions will be posted on each aforementioned website.
- Paper-baseddocuments stating items subject to measures for electronic provision have been sent to shareholders who have requested the delivery of paper-based documents, however those documents do not include the following items in accordance with the provisions of laws and regulations and Article 16, paragraph 2 of the Company's Articles of Incorporation.
- Notes to Consolidated Financial Statements
- Notes to Non-consolidated Financial Statements
For this reason, the Consolidated Financial Statements and Non-Consolidated Financial Statements stated in the aforementioned documents constitute one part of the scope of audits by the Accounting Auditor and Audit & Supervisory Board for preparing their respective audit reports.
- Please note that souvenirs will not be provided to the attendees at the meeting.
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Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1: Distribution of Surplus
The Company regards the redistribution of profits to all shareholders as an important management measure, and we will implement active and stable dividend payments and flexible share buybacks upon comprehensively taking into account our business performance, investment plans, and business environment.
Based on this policy, the Company is aiming for a total return ratio of 50% or more and a DOE (dividend on equity ratio) of 2.5% or more during the period of Mid-term Management Plan 2026 (CCC-II) and proposes a year-end dividend for this fiscal year as follows:
- Type of dividend property: Cash
-
Allotment of dividend property and its total amount
20 yen per share of the Company's common stock (total dividend of 1,000,896,240 yen).
As a result, combined with the interim dividend of 15 yen per share paid on September 1, 2023, the annual dividend will be 35 yen per share. - Effective date of the distribution of dividends of surplus: March 28, 2024
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Proposal 2: Amendment to the Articles of Incorporation
-
Reasons for the amendment
The Company proposes to make additions to the business purposes provided in Article 3 of the current Articles of Incorporation and make the necessary corresponding amendments to prepare for future business expansion and the diversification of business activities based on the Company's long-term vision "SAKATA INX VISION 2030." - Details of the amendments
The details of the amendments are as follows.
(Underlined portions indicate amendments.) | ||||
Current Articles of Incorporation | Proposed amendments | |||
Chapter I | Chapter I | |||
General Provisions | General Provisions | |||
Articles 1-2 | (Omitted) | Articles 1-2 | (Unchanged) | |
Article 3. | (Purpose) | Article 3. | (Purpose) | |
The purpose of the Company shall be to engage in the | The purpose of the Company shall be to engage in the | |||
following businesses. | following businesses. | |||
1.-7. | (Omitted) | 1.-7. | (Unchanged) | |
(Newly established) | 8. | Acquisition, transfer, licensing, support, training and | ||
management consulting of patent rights, utility model | ||||
rights, design rights, trademarks, and expertise related to | ||||
the preceding items, and services that are incidental to | ||||
the aforementioned. | ||||
8.All businesses that are incidental to those mentioned in | 9. | All businesses that are incidental to those mentioned in | ||
the preceding items. | the preceding items. |
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Proposal 3: Election of 8 Directors
At the conclusion of this meeting, the terms of office of all 8 Directors will expire. The Company proposes the election of 8 Directors while considering diversity.
The details of the candidates for Director are as follows:
Attendance | |||||
at Board of | |||||
Directors | |||||
No. | Name | Gender | Positions, responsibilities, etc. in the Company | meetings | |
for the | |||||
fiscal year | |||||
under | |||||
review | |||||
1 | Yoshiaki Ueno | Reelection | Male | Representative Director, President & CEO | 100% |
(17/17) | |||||
Director, Senior Managing Executive Officer | |||||
In charge of Business Restructuring | |||||
In charge of Business Solution Div., Sales | 100% | ||||
2 | Hitoshi Nakamura | Reelection | Male | Administration Div., Customer Relationship | |
(17/17) | |||||
Management Div. | |||||
Supervising SAKATA SANGYO, LIMITED and | |||||
SAKATA LABOSTATION CO., LTD. | |||||
Director, Senior Managing Executive Officer | 100% | ||||
3 | Toshihiko Fukunaga | Reelection | Male | In charge of Corporate Planning Div., Information | |
Systems Div., Finance & Accounting Div. | (17/17) | ||||
INX International Ink Co. Chairman | |||||
Director, Managing Executive Officer | 100% | ||||
4 | Hiroshi Morita | Reelection | Male | In charge of Digital & Specialty Products Div. | |
(13/13) | |||||
Inkjet Global Sales Committee Chairman | |||||
Director, Senior Executive Officer | 100% | ||||
5 | Minoru Tateiri | Reelection | Male | In charge of Environment & Quality Div. | |
(13/13) | |||||
General Manager, Production Management Div. | |||||
Reelection | 92.3% | ||||
6 | Yoshio Sato | Outside | Male | Outside Director | |
(12/13) | |||||
Independent | |||||
Reelection | 100% | ||||
7 | Yukiko Tsujimoto | Outside | Female | Outside Director | |
(17/17) | |||||
Independent | |||||
Reelection | 100% | ||||
8 | Kazuko Otsuki | Outside | Female | Outside Director | |
(13/13) | |||||
Independent | |||||
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No. | Name | Career summary, positions, responsibilities and significant | Number of the | |
Company's | ||||
(Date of birth) | concurrent positions | |||
shares held: | ||||
April 1985 | Joined the Company | |||
June 2007 | General Manager, 2nd R&D Dept., | |||
Corporate R&D Div. | ||||
October 2008 | General Manager, 3rd R&D Dept., Corporate | |||
R&D Div. | ||||
June 2014 | Director, Commissioned as General | |||
Manager, Corporate R&D Div. | ||||
Yoshiaki Ueno | June 2015 | In charge of Purchasing Div. | ||
July 2016 | In charge of Purchasing Div. and Marketing | |||
(December 22, 1961) | ||||
& New Business Development Div. | 41,247 | |||
(Male) | March 2018 | Executive Officer, In charge of Purchasing | ||
Div. and Marketing & New Business | ||||
1 | Development Div. | |||
July 2018 | In charge of Purchasing Div. | |||
March 2019 | Managing Executive Officer | |||
March 2021 | Representative Director (current position), | |||
President & CEO (current position) | ||||
January 2022 | Supervising Corporate R&D | |||
April 2023 | In charge of Corporate R&D Div. | |||
Reason for appointment as candidate for Director | ||||
Yoshiaki Ueno has held many important positions in the research and development division. In his current | ||||
position as Representative Director, President & CEO, he has led the Group with strong leadership as a | ||||
management executive, and has played an appropriate role in promoting the Group's sustainable growth and | ||||
improvement of corporate value over the medium to long term. The Company believes that he is qualified to | ||||
continue making important management decisions and supervising the execution of business for the Company | ||||
based on his abundant experience and extensive knowledge and insight. |
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No. | Name | Career summary, positions, responsibilities and significant | Number of the | |
Company's | ||||
(Date of birth) | concurrent positions | |||
shares held: | ||||
April 1981 | Joined the Company | |||
June 2009 | General Manager, Newspaper Ink Div. | |||
January 2010 Concurrently, General Manager, Offset Ink | ||||
Div. | ||||
June 2012 | Associate Director | |||
June 2013 | Director, In charge of Offset Ink Div., | |||
Commissioned as General Manager, | ||||
Newspaper Ink Div. | ||||
June 2014 | Director, In charge of Newspaper Ink Div., | |||
Commissioned as General Manager, Offset | ||||
Ink Div. | ||||
March 2016 | Managing Director, In charge of Newspaper | |||
Ink Div. | ||||
September | In charge of Newspaper Ink Div. and Offset | |||
2016 | Ink Div. | |||
June 2017 | In charge of Printing Solution Div., | |||
Hitoshi Nakamura | Newspaper Ink Div. and Offset Ink Div. | |||
March 2018 | Director (current position), Managing | |||
(November 1, 1957) | Executive Officer | 46,972 | ||
March 2019 | In charge of Newspaper Ink Div., Offset Ink | |||
(Male) | ||||
Div., Printing Solution Div. and Sales | ||||
2 | Administration Div. | |||
January 2020 In charge of Information Media Business, In | ||||
charge of Printing Solution Div. and Sales | ||||
Administration Div. | ||||
March 2020 | Senior Managing Executive Officer (current | |||
position) | ||||
January 2021 In charge of Sales Administration Div. | ||||
(current position) | ||||
January 2022 Supervising SAKATA SANGYO, LIMITED | ||||
and SAKATA LABOSTATION CO., LTD. | ||||
(current position) | ||||
June 2022 | In charge of Business Solution Div. (current | |||
position) | ||||
January 2023 In charge of Customer Relationship | ||||
Management Div. (current position) | ||||
January 2024 | In charge of Business Restructuring (current | |||
position) |
Reason for appointment as candidate for Director
Hitoshi Nakamura has held many important positions in the newspaper ink division and the offset ink division. As an incumbent Director, Senior Managing Executive Officer, he has played an appropriate role in promoting the Group's sustainable growth and improvement of corporate value over the medium to long term. The Company believes that he is qualified to continue making important management decisions and supervising the execution of business for the Company based on his abundant experience and extensive knowledge and insight.
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No. | Name | Career summary, positions, responsibilities and significant | Number of the | |
Company's | ||||
(Date of birth) | concurrent positions | |||
shares held: | ||||
April 1983 | Joined the Company | |||
March 2008 General Manager, International Operations | ||||
Dept. | ||||
June 2014 | Associate Director | |||
July 2015 | General Manager, Finance & Accounting | |||
Div. | ||||
March 2016 | Director (current position) | |||
In charge of Information Systems Div. and | ||||
International Operations Dept. and | ||||
Commissioned as General Manager, Finance | ||||
& Accounting Div. | ||||
March 2017 | In charge of Information Systems Div., | |||
Finance & Accounting Div. and International | ||||
Operations Dept. | ||||
Toshihiko Fukunaga | March 2018 | Executive Officer, In charge of Information | ||
(March 26, 1961) | Systems Div., Finance & Accounting Div. | 32,248 | ||
and International Operations Dept. | ||||
(Male) | ||||
October 2018 | In charge of Corporate Planning Div., | |||
3 | Information Systems Div. and Finance & | |||
Accounting Div. | ||||
March 2019 | Senior Executive Officer, In charge of | |||
Corporate Planning Div., Information | ||||
Systems Div., Finance & Accounting Div. | ||||
and Public & Investor Relations Div. | ||||
March 2020 | In charge of Corporate Planning Div., | |||
Information Systems Div. and Finance & | ||||
Accounting Div. (current position) | ||||
March 2021 | Managing Executive Officer | |||
January 2023 Senior Managing Executive Officer (current | ||||
position) |
(Significant concurrent positions) INX International Ink Co. Chairman
Reason for appointment as candidate for Director
Toshihiko Fukunaga has served many important positions in the finance and accounting division and the international operations division. As an incumbent Director, Senior Managing Executive Officer, he has played an appropriate role in promoting the Group's sustainable growth and improvement of corporate value over the medium to long term. The Company believes that he is qualified to continue making important management decisions and supervising the execution of business for the Company based on his abundant experience and extensive knowledge and insight.
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No. | Name | Career summary, positions, responsibilities and significant | Number of the | |
Company's | ||||
(Date of birth) | concurrent positions | |||
shares held: | ||||
April 1984 | Joined the Company | |||
June 2006 | Branch Manager, Shikoku Branch Office | |||
June 2013 | General Manager, Tokyo 1st Sales & | |||
Marketing Dept., Offset Ink Div. | ||||
concurrently, General Manager, Tokyo 2nd | ||||
Sales & Marketing Dept., Offset Ink Div. | ||||
October 2015 | General Manager, Offset Ink Div., General | |||
Manager, Tokyo 1st Sales & Marketing | ||||
Dept., Offset Ink Div., concurrently, General | ||||
Manager, Tokyo 2nd Sales & Marketing | ||||
Dept., Offset Ink Div. | ||||
Hiroshi Morita | March 2016 | Associate Director, General Manager, Digital | ||
& Specialty Products Div. | ||||
(August 7, 1961) | 24,371 | |||
July 2016 | Associate Director, General Manager, Digital | |||
(Male) | & Specialty Products Div. | |||
March 2017 | Director, Commissioned as General | |||
4 | Manager, Digital & Specialty Products Div. | |||
March 2018 | Director, Executive Officer | |||
March 2019 Senior Executive Officer | ||||
January 2022 Managing Executive Officer (current | ||||
position) | ||||
April 2022 | Inkjet Global Sales Committee Chairman | |||
(current position) | ||||
January 2023 In charge of Digital & Specialty Products | ||||
Div. (current position) | ||||
March 2023 | Director (current position) |
Reason for appointment as candidate for Director
Hiroshi Morita has held many important positions in the offset ink division and digital and specialty products division. As an incumbent Director, Managing Executive Officer, he has played an appropriate role in promoting the Group's sustainable growth and improvement of corporate value over the medium to long term. The Company believes that he is qualified to continue making important management decisions and supervising the execution of business for the Company based on his abundant experience and extensive knowledge and insight.
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No. | Name | Career summary, positions, responsibilities and significant | Number of the | |
Company's | ||||
(Date of birth) | concurrent positions | |||
shares held: | ||||
April 1989 | Joined the Company | |||
January 1996 Assigned to International Administration | ||||
Dept., based in Chicago | ||||
January 1999 Assigned to International Operations Dept., | ||||
based in Dunkirk | ||||
October 2005 | Manager, Tokyo Engineering Group, | |||
Technical Service & Development Dept., | ||||
Graphic Arts Div. | ||||
Minoru Tateiri | March 2009 Assigned to International Operations Dept., | |||
based in Maoming | ||||
(March 2, 1967) | 15,675 | |||
February | General Manager, Production Management | |||
(Male) | 2015 | Dept., Production Technology Div. | ||
March 2020 | Executive Officer | |||
5 | ||||
March 2021 | General Manager, Production Technology | |||
Div. | ||||
January 2023 Senior Executive Officer (current position), | ||||
In charge of Environment & Quality Div. | ||||
(current position), General Manager, | ||||
Production Management Div. (current | ||||
position) | ||||
March 2023 | Director (current position) | |||
Reason for appointment as candidate for Director | ||||
Minoru Tateiri has held many important positions in the production technology division. As a Director, Senior | ||||
Executive Officer, he has played an appropriate role in promoting the Group's sustainable growth and | ||||
improvement of corporate value over the medium to long term. The Company believes that he is qualified to | ||||
continue making important management decisions and supervising the execution of business for the Company | ||||
based on his abundant experience and extensive knowledge and insight. |
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Sakata Inx Corporation published this content on 04 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 March 2024 05:32:05 UTC.