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.
Securities Code: 3950
Date of issuance: March 8, 2024
To Shareholders with Voting Rights:
Hideaki Yamashita
President and CEO
THE PACK CORPORATION
2-9-3 Higashiobase, Higashinari-ku, Osaka
NOTICE OF
THE 72nd ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We are pleased to announce the 72nd Annual General Meeting of Shareholders of THE PACK 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. (matters for which measures for providing information in electronic format are to be taken) in electronic format, and posts this information as "NOTICE OF THE 72nd ANNUAL GENERAL MEETING OF SHAREHOLDERS" on the Company's website. Please access the Company's website using the Internet address shown below to review the information.
Company's website: https://www.thepack.co.jp/ir/information.html (in Japanese)
In addition to posting matters for which measures for providing information in electronic format are to be taken on the website listed above, the Company also posts this information on the website of Tokyo Stock Exchange, Inc. (TSE). To access this information from the latter website, access the TSE website (Listed Company Search) by using the Internet address given below, input the issue name (THE PACK) or securities code (3950), and click "Search," and then click "Basic information" and select "Documents for public inspection/PR information."
TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
You can exercise your voting rights in writing or via the Internet, etc. in lieu of attending the meeting. Please review the attached Reference Documents for the General Meeting of Shareholders and exercise your voting rights by no later than 5:30 p.m. on Wednesday, March 27, 2024, Japan time.
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1. Date and Time: Thursday, March 28, 2024 at 11:00 a.m. Japan time (Reception starts at 10:00 a.m.)
2. Place: | Multipurpose Small Hall, Thirty Hall, Daito City General Cultural Center |
located at | |
13-30 Shinmachi, Daito-shi, Osaka, Japan |
3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company's
72nd Fiscal Year (January 1, 2023 - December 31, 2023) and results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Board of Auditors
2. Non-consolidated Financial Statements for the Company's 72nd Fiscal Year (January 1, 2023 - December 31, 2023)
Proposals to be resolved:
Proposal 1: Appropriation of Surplus
Proposal 2: Election of Nine (9) Directors
Proposal 3: Election of One (1) Auditor
4. Matters Decided for the Convocation of the Meeting
- Among matters for which measures for providing information in electronic format are to be taken, the Notes to Consolidated Financial Statements (in Japanese only) and Notes to Non-consolidated Financial Statements (in Japanese only) are not provided in the documents delivered to shareholders who have requested the delivery of paper-based documents as provided for by the provisions of laws and regulations and Article 16 of the Company's Articles of Incorporation. Accordingly, the documents that are delivered to shareholders who have requested the delivery of paper-based documents are part of the documents included in the scope of audits by the Auditors and the Accounting Auditor when they create their respective audit reports.
- Please note that if you exercise your voting rights both via the Internet and in writing, only your vote via the Internet shall be deemed effective. If you exercise your voting rights more than once via the Internet, only the last vote shall be deemed effective.
- If no approval or disapproval is expressed for the respective proposals in the returned voting form, it will be treated as an approval vote.
- When attending the meeting, please submit the Voting Rights Exercise Form sent out with this Notice at the reception desk.
- If revisions to the matters for which measures for providing information in electronic format are to be taken arise, a notice of the revisions and the details of the matters before and after the revisions will be posted on the Company's aforementioned website and the TSE website.
-
We will be accepting your questions in advance on the website below. (https://www.thepack.co.jp/contact/shareholders_contact.html (in Japanese only))
Questions deemed to be of particular interest to shareholders will be answered promptly on the website after the General Meeting of Shareholders.
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Information on Exercise of Voting Rights
Exercise of voting rights at the Company's General Meeting of Shareholders is shareholders' important right. Please exercise your voting rights after reviewing the attached Reference Documents for the General Meeting of Shareholders.
There are three methods to exercise your voting rights as indicated below.
Exercise of voting rights by attending the General Meeting of Shareholders
You are kindly requested to exercise your voting rights by submitting the voting form sent out with this Notice to the reception desk at the meeting.
Date and Time:
Thursday, March 28, 2024 at 11:00 a.m. Japan time
(Reception starts at 10:00 a.m.)
Exercise of voting rights in writing (by postal mail)
You are kindly requested to indicate your approval or disapproval of each proposal on the voting form sent out with this Notice, and to return the completed voting form to the Company. You do not need to affix a stamp. Deadline for exercise of voting rights:
To be received no later than 5:30 p.m., Wednesday, March 27, 2024.
Exercise of voting rights via the Internet
You are kindly requested to enter your approval or disapproval of each proposal following the instructions on the next page.
Deadline for exercise of voting rights:
All data entry to be completed no later than 5:30 p.m., Wednesday, March 27, 2024.
How to Fill Out Your Voting Form
Proposals 1 and 3 | |
To mark your approval | Circle "Approve." |
To mark your disapproval | Circle "Disapprove." |
Proposal 2 | |
To mark your approval for all candidates | Circle "Approve." |
To mark your disapproval for all candidates | Circle "Disapprove." |
To mark your disapproval for certain candidates | Circle "Approve" and write the number of the |
candidate(s) you wish to disapprove. |
Please note that if you exercise your voting rights both in writing (by postal mail) and via the Internet, etc., only your vote via the Internet, etc. shall be deemed effective. If you exercise your voting rights more than once via the Internet, etc., only the last vote shall be deemed effective.
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Exercise of Voting Rights via the Internet, etc.
Scanning the QR Code
You can log in to the website for the exercise of voting rights without entering the login ID or temporary password printed on the voting form.
1. Please scan QR Code provided on the voting form.
- "QR Code" is a registered trademark of DENSO WAVE INCORPORATED.
2. Please follow the directions that appear on the screen to enter your approval or disapproval of each proposal.
Entering login ID and temporary password
Website for exercise of voting rights: https://evote.tr.mufg.jp/ (in Japanese only)
- Please access the website for exercise of voting rights.
- Please enter your "login ID" and "temporary password" printed on the voting form.
- Please follow the directions that appear on the screen to enter your approval or disapproval of each proposal.
In case you need instructions for how to operate your personal computer or smartphone in order to exercise your voting rights via the Internet, please contact:
Stock Transfer Agency Help Desk,
Mitsubishi UFJ Trust and Banking Corporation
0120-173-027
(Toll free only from Japan /
Hours: 9:00 a.m. to 9:00 p.m. (JST))
Institutional investors may use the Electronic Voting Platform for institutional investors operated by ICJ, Inc.
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Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1: Appropriation of Surplus
Concerning appropriation of surplus for the 72nd fiscal year, taking into consideration factors including business results of the fiscal year under review, enhancement of internal reserves and future business development, the Company proposes as follows.
Matters concerning year-end dividend
(1) Matters concerning the allotment of dividend property to shareholders and total amount thereof
55 yen per share of the Company's common stock Total amount: 1,046,752,520 yen
As the Company paid an interim dividend of 35 yen per share in September 2023, the full-year dividends will be 90 yen per share.
- Effective date of distribution of surplus March 29, 2024
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Proposal 2: Election of Nine (9) Directors
The terms of office of all nine (9) Directors will expire at the conclusion of this year's Annual General Meeting of Shareholders. Accordingly, the election of nine (9) Directors is proposed.
The candidates for Director are as follows:
Reference: Candidate list
[External] External Director candidate
[Independent] Independent Officer registered on the stock exchange
No. | Name | Gender | Current position | Attendance at Board of | |
Directors Meetings | |||||
1 | [Reappointment] | Hideaki Yamashita | M | President and CEO | 17 of 17 meetings |
2 | [Reappointment] | Teruo Takinoue | M | Vice President | 17 of 17 meetings |
3 | [Reappointment] | Norio Ashida | M | Managing Director | 17 of 17 meetings |
4 | [Reappointment] | Haruyasu Ito | M | Director | 16 of 17 meetings |
5 | [Reappointment] | ||||
[External] | Hirofumi Hayashi | M | Director | 17 of 17 meetings | |
[Independent] | |||||
6 | [Reappointment] | ||||
[External] | Uichiro Nishio | M | Director | 15 of 17 meetings | |
[Independent] | |||||
7 | [Reappointment] | ||||
[External] | Kaoru Kasahara | F | Director | 17 of 17 meetings | |
[Independent] | |||||
8 | [New appointment] | Naoki Nakamura | M | Managing Corporate | - |
Officer | |||||
9 | [New appointment] | Ikuo Shimomura | M | Corporate Officer | - |
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No. | Name | Number of | ||
Past experience, positions, responsibilities and significant concurrent positions | shares of the | |||
(Date of birth) | ||||
Company held | ||||
April 1982 | Joined the Company | |||
January 2008 | General Manager, Tokyo Sales Division No. 2 | |||
Hideaki Yamashita | January 2011 | Corporate Officer | ||
March 2013 | Director | |||
(June 7, 1957) | 21,100 | |||
January 2016 | Divisional General Manager, Eastern Japan Sales Division | |||
[Reappointment] | March 2017 | Managing Director | ||
1 | January 2019 | Senior Managing Director | ||
Divisional General Manager, Sales Division | ||||
March 2022 | President and CEO (to present) | |||
[Reason for nomination | as candidate for Director] | |||
Since joining the Company, he has been engaged in the operations of sales departments. From 2022, he has served as | ||||
President and CEO, making decisions regarding important management issues and supervising business execution. He has | ||||
extensive operational experience and insight regarding all aspects of management, and we believe he is qualified for the | ||||
position. Therefore, the Company nominates him again as a candidate for Director. | ||||
April 1984 | Joined the Company | |||
January 2008 | General Manager, Osaka Production Division | |||
Teruo Takinoue | March 2011 | Director | ||
January 2012 | Deputy Divisional General Manager, Production Division | |||
(April 30, 1961) | 19,000 | |||
April 2014 | Divisional General Manager, Packaging Products Division | |||
[Reappointment] | March 2015 | Managing Director | ||
2 | January 2017 | Divisional General Manager, Production Division (to present) | ||
March 2018 | Senior Managing Director | |||
March 2022 | Vice President (to present) | |||
[Reason for nomination | as candidate for Director] | |||
Since joining the Company, he has mainly been engaged in the operations of departments related to production. Currently, | ||||
he serves as Vice President in the role of Divisional General Manager of Production Division. He has extensive operational | ||||
experience related to production departments and insight regarding all aspects of management, and we believe he is | ||||
qualified for the position. Therefore, the Company nominates him again as a candidate for Director. |
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No. | Name | Number of | ||
Past experience, positions, responsibilities and significant concurrent positions | shares of the | |||
(Date of birth) | ||||
Company held | ||||
April 1986 | Joined the Company | |||
Norio Ashida | January 2011 | General Manager, Tokyo Sales Division No. 4 | ||
January 2015 | Corporate Officer | |||
(November 20, 1963) | 7,400 | |||
January 2019 | Managing Corporate Officer | |||
[Reappointment] | January 2019 | Divisional General Manager, Eastern Japan Sales Division | ||
3 | March 2020 | Managing Director (to present) | ||
March 2022 | Deputy Divisional General Manager, Sales Division (to present) | |||
[Reason for nomination | as candidate for Director] | |||
Since joining the Company, he has been engaged in the operations of sales departments. Currently, he serves as Managing | ||||
Director in the role of Deputy Divisional General Manager of Sales Division. He has extensive operational experience and | ||||
insight regarding all aspects of management, and we believe he is qualified for the position. Therefore, the Company | ||||
nominates him again as a candidate for Director. | ||||
April 1984 | Joined the Company | |||
Haruyasu Ito | January 2016 | Section Manager, Section 2 of Tokyo Sales Division No. 2 | ||
January 2019 | Managing Director, Kannaru Printing Co., Ltd. | |||
(November 30, | March 2020 | President and CEO, Kannaru Printing Co., Ltd | 2,300 | |
1961) | February 2022 | Retired from Kannaru Printing Co., Ltd. | ||
[Reappointment] | March 2022 | Director, the Company (to present) | ||
4 | Deputy Divisional General Manager, Production Division (to | |||
present) | ||||
January 2023 | In charge of Quality Management Control Dept. (to present) | |||
[Reason for nomination | as candidate for Director] | |||
Since joining the Company, he has been engaged in the operations of sales departments. Currently, he serves as Director in | ||||
the roles of Deputy Divisional General Manager of Production Division and Quality Management Control Dept. He has | ||||
extensive operational experience and insight regarding all aspects of management, and we believe he is qualified for the | ||||
position. Therefore, the Company nominates him again as a candidate for Director. |
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No. | Name | Number of | ||
Past experience, positions, responsibilities and significant concurrent positions | shares of the | |||
(Date of birth) | ||||
Company held | ||||
Hirofumi Hayashi | October 1991 | Joined Century Audit Corporation | ||
August 1995 | Registered as a certified public accountant | |||
(August 17, 1965) | ||||
January 2001 | Established Hayashi CPA and Tax Accountant Office (to | |||
4,100 | ||||
[Reappointment] | present) | |||
March 2001 | Registered as a certified tax accountant | |||
[External] | ||||
March 2014 | External Auditor, the Company | |||
[Independent] | ||||
5 | March 2015 | External Director (to present) | ||
[Reason for nomination as candidate for External Director and overview of expected role] | ||||
As a certified public accountant and certified tax accountant, he has served as External Director of the Company from an | ||||
objective standpoint, leveraging his advanced knowledge regarding finance and accounting, and his comprehensive insight | ||||
cultivated through extensive experience. The Company nominates him again as a candidate for External Director in order | ||||
for him to continue utilizing his experience and knowledge in the management of the Company. He has never been | ||||
involved in the management of a company except as an external officer. However, the Company judges he will | ||||
appropriately fulfill his duties as External Director based on the above reasons. | ||||
March 1982 | Registered as a certified public accountant | |||
December 1983 Registered as a certified tax accountant | ||||
July 1999 | Representative Partner, Seiwa Audit & Accounting Firm | |||
Uichiro Nishio | July 2002 | Representative Partner, Deloitte Touche Tohmatsu LLC | ||
April 2005 | Professor, Institute of Business and Accounting, Professional | |||
(March 7, 1955) | ||||
Graduate School, Kwansei Gakuin University | ||||
3,700 | ||||
[Reappointment] | March 2015 | External Auditor, the Company | ||
March 2018 | External Director (to present) | |||
[External] | ||||
(Significant concurrent positions) | ||||
[Independent] | ||||
6 | Professor Emeritus, Kwansei Gakuin University | |||
External Director (Audit and Supervisory Committee Member), ARAYA | ||||
INDUSTRIAL CO., LTD. | ||||
External Auditor, KMEW Co., Ltd. | ||||
[Reason for nomination | as candidate for External Director and overview of expected role] | |||
As a certified public accountant and certified tax accountant, he has served as External Director of the Company from an | ||||
objective standpoint, leveraging his advanced knowledge regarding finance and accounting, and his comprehensive insight | ||||
cultivated through extensive experience. The Company nominates him again as a candidate for External Director in order | ||||
for him to continue utilizing his experience and knowledge in the management of the Company. He has never been | ||||
involved in the management of a company except as an external officer. However, the Company judges he will | ||||
appropriately fulfill his duties as External Director based on the above reasons. |
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No. | Name | Number of | ||
Past experience, positions, responsibilities and significant concurrent positions | shares of the | |||
(Date of birth) | ||||
Company held | ||||
March 1989 | Joined Pigeon Corporation | |||
February 2010 | President and COO, Pigeonwill Corporation | |||
Kaoru Kasahara | February 2014 | Corporate officer and Deputy Division Manager, Domestic Baby | ||
(December 14, 1961) | & Mother Care Business Division, Pigeon Corporation | |||
[Reappointment] | February 2015 | Corporate officer and Division Manager, Research and | 300 | |
Development Division, Pigeon Corporation | ||||
7 | [External] | February 2019 | Director, Pigeon Manufacturing Ibaraki Corporation | |
[Independent] | March 2022 | External Director, the Company (to present) | ||
(Significant concurrent positions) | ||||
External Director, Morozoff Limited | ||||
[Reason for nomination | as candidate for External Director and overview of expected role] | |||
We believe she will be able to utilize her extensive experience and comprehensive insight cultivated through serving as an | ||||
officer at other companies to appropriately fulfill the duties of an External Director from an independent position. | ||||
Therefore, the Company nominates her again as a candidate for External Director. | ||||
April 1989 | Joined the Company | |||
January 2008 | Section Manager, Section 3 of Tokyo Sales Division No. 1 | |||
Naoki Nakamura | January 2013 | General Manager, Chugoku and Shikoku Sales Division | ||
(June 5, 1965) | January 2017 | Corporate Officer | 1,300 | |
January 2019 | Managing Corporate Officer (to present) | |||
[New appointment] | ||||
Divisional General Manager, Western Japan Sales Division (to | ||||
8 | present) | |||
January 2021 | General Manager, Kyushu Sales Division | |||
[Reason for nomination | as candidate for Director] | |||
Since joining the Company, he has mainly been engaged in operations related to sales. Currently, he serves as Managing | ||||
Corporate Officer in the role of Divisional General Manager of Western Japan Sales Division. He has extensive operational | ||||
experience and insight regarding all aspects of management, and we believe he is qualified for the position. Therefore, the | ||||
Company nominates him as a candidate for Director. |
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Disclaimer
The Pack Corporation published this content on 01 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 March 2024 09:04:09 UTC.