This document has been translated from the Japanese original for reference purposes only.
In the event of any discrepancy between these translated documents and the Japanese originals, 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: 8129) (Dispatch date) June 8, 2023 (Commencement date of measures for electronic provision) June 2, 2023
To Shareholders with Voting Rights:
Atsushi Udoh
Representative Director and CEO
TOHO HOLDINGS CO., LTD.
5-2-1, Daizawa, Setagaya-ku,
Tokyo, Japan
NOTICE OF
THE 75TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
Please be informed that the 75th Annual General Meeting of Shareholders of TOHO HOLDINGS CO., LTD. (the "Company") will be held for the purposes as described below.
In convening this General Meeting of Shareholders, the information contained in the Reference Documents for the General Meeting of Shareholders, etc. (Matters to be Provided Electronically) is provided electronically and posted on the Company's website on the Internet, so please access the following website and check the information.
The Company's website https://ir.tohohd.co.jp/en/stock/meeting.html
Matters to be Provided Electronically are also posted on the website of the Tokyo Stock Exchange (TSE). Please access the following TSE website (TSE Listed Company Information Service), enter "TOHO HOLDINGS" in "Issue Name (Company Name)" or the Company's securities code "8129" (half-width) in "Code," select "Basic Information" and then "Documents for Public Inspection/PR Information," and check "Notice of General Shareholders Meeting/ Informational Materials for a General Shareholders Meeting" in the "Filed information available for public inspection" section.
TSE website (TSE Listed Company Information Service) https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you are unable to attend the meeting, you may exercise your voting rights via the Internet, etc. or in writing. Please review the Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 5:00 p.m. on Wednesday, June 28, 2023, which is the deadline for exercising your voting rights.
1. Date and Time: Thursday, June 29, 2023 at 10:00 a.m. Japan time
2. Place: | Sixth floor large conference room in the head office of the Company, located at |
5-2-1, Daizawa, Setagaya-ku, Tokyo, Japan |
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3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company's
75th Fiscal Year (April 1, 2022 - March 31, 2023) and results of audits by the Accounting Auditor and the Audit and Supervisory Committee of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company's 75th Fiscal Year (April 1, 2022 - March 31, 2023)
Proposals to be resolved:
Proposal : | Election of six (6) Directors (excluding those who are Audit and Supervisory |
Committee Members) |
4. Decisions concerning the Convocation of the Meeting (Information regarding Exercise of Voting Rights)
- If you exercise your voting rights by proxy, the proxy must be another shareholder holding voting rights. You can designate only one proxy.
- If no indication of approval or disapproval is made on the Voting Rights Exercise Form for a proposal, it will be treated as an indication of approval.
The End
- When you attend the meeting, please kindly submit this Notice of Convocation together with the enclosed Voting Rights Exercise Form at the reception desk.
- In accordance with the provisions of laws and regulations and the Company's Articles of Incorporation, the following items are not included in the written documents sent to shareholders who have requested delivery of such documents. Accordingly, the written documents are a part of the documents audited by the Audit and Supervisory Committee and the Accounting Auditor in preparing the Audit Report.
- The "System to Ensure Proper Execution of Business and Status of Operation of the System" in the Business Report
- "Consolidated Statements of Changes in Shareholders' Equity" and "Notes to Consolidated Financial Statements" in the Consolidated Financial Statements
- "Statement of Changes in Shareholders' Equity" and "Notes to Non-consolidated Financial Statements" in the Non-consolidated Financial Statements
- If there is any correction of Matters to be Provided Electronically, the corrected matters will be posted on the respective websites where Matters to be Provided Electronically are posted.
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Information about the exercise of voting rights
Attendance at the General Meeting of Shareholders
Please bring the enclosed Voting Rights Exercise Form with you and submit it to the reception desk.
Exercise of voting rights in writing
Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form and return it by postal mail so that it reaches our shareholder register administrator by no later than 5:00 p.m. on Wednesday, June 28, 2023, Japan time.
Exercise of voting rights via the Internet, etc.
Please enter your vote for or against the proposals following the instructions below. Please also input it by no later than 5:00 p.m. on Wednesday, June 28, 2023, Japan time.
(Note) If you exercise your voting rights, both in writing and via the Internet, etc., the exercise via the Internet, etc., will be considered to be the valid exercise of voting rights. In the case that multiple votes are received via the Internet, etc., the last vote shall be deemed valid
Guide to Exercising Voting Rights via the Internet, etc.
By scanning the QR Code "Smart Exercise"
You can log in to the website for exercise of voting rights without entering the voting rights exercise code or password.
- Please scan the QR Code printed on the bottom right of the Voting Rights Exercise Form. (Note) "QR Code" is a registered trademark of DENSO WAVE INCORPORATED.
- After that, please follow the instructions on the screen and indicate your approval or disapproval.
The exercise of voting right by "Smart Exercise" is available only once.
If you wish to change your vote after exercising your voting rights, please access the PC website shown on the right, and then log in by entering the "voting rights exercise code" and "password" indicated on the Voting Rights Exercise Form to exercise your voting right again.
(Note) If you scan the QR code with your smartphone for the second and subsequent times, you will be transferred to the PC website.
By entering the voting rights exercise code and password
Voting Rights Exercise Website: https://www.web54.net
- Please access to the Voting Rights Exercise Website.
- Please enter the "voting rights exercise code" indicated on the Voting Rights Exercise Form.
- Please enter the "password" indicated on the Voting Rights Exercise Form.
- After that, please follow the instructions on the screen and indicate your approval or disapproval.
If you have any questions on how to exercise your voting rights via the Internet using a personal computer, smartphone, or mobile phone, please contact:
Stock Transfer Agency Web Support, Sumitomo Mitsui Trust Bank, Limited Telephone: 0120-652-031 (Operating hours: 9:00 a.m. to 9:00 p.m.)
(Note) Institutional investors can use the Electronic Voting System Platform for institutional investors operated by ICJ, Inc.
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Reference Documents for the General Meeting of Shareholders
Proposal : Election of six (6) Directors (excluding those who are Audit and Supervisory Committee Members)
The term of office of all the incumbent Directors (6 persons) (excluding those who are Audit and Supervisory Committee Members) will expire upon the conclusion of this General Meeting of Shareholders.
Accordingly, the Company proposes the election of six (6) Directors (excluding those who are Audit and Supervisory Committee Members).
There was no opinion from the Audit and Supervisory Committee regarding this proposal.
The candidates for Directors (excluding those who are Audit and Supervisory Committee Members) are as follows:
List of candidates
Attendance at the | |||||
No. | Name | Board of Directors meetings | |||
for the current fiscal year | |||||
1 | Reappointment | Atsushi Udoh | Male | 13/13 (100%) | |
2 | Reappointment | Hiromi Edahiro | Male | 13/13 (100%) | |
3 | Reappointment | Akira Umada | Male | 13/13 (100%) | |
4 | Reappointment | Takeo Matsutani | Male | 13/13 (100%) | |
5 | Reappointment | Masami Tada | Female | 13/13 (100%) | |
6 | Reappointment | Kentaro Murakawa | Male | 10/10 (100%) |
Note: Since Mr. Kentaro Murakawa assumed office at the Annual General Meeting of Shareholders held on June 29, 2022, the number of the Board of Directors meetings to be attended is different from those of other candidates for Directors.
1. Atsushi Udoh (Date of birth: April 26, 1964) | Reappointment | ||
■ Career summary, positions and responsibilities within | [Positions and responsibilities within the | ||
the Company, and significant concurrent positions | Company] | ||
July 1987 | Joined TOHO PHARMACEUTICAL (current the | Representative Director and CEO | |
Company) | |||
April 2009 | Corporate Officer of TOHO PHARMACEUTICAL | ||
July 2012 | Director of TOHO PHARMACEUTICAL | ||
June 2015 | Managing Director of TOHO PHARMACEUTICAL | ||
June 2015 | Corporate Officer of the Company | ||
June 2016 | Executive Vice President and Director of TOHO PHARMACEUTICAL | ||
June 2016 | Director of the Company | ||
June 2017 | Vice President and Representative Director of TOHO PHARMACEUTICAL | ||
June 2017 | Executive Managing Director of the Company | ||
June 2019 | Director of TOHO PHARMACEUTICAL (to present) | ||
June 2019 | Representative Director President and COO of the Company | ||
June 2020 | President and Representative Director | ||
June 2022 | Representative Director and CEO (to present) |
- Number of shares of the Company held: 16,600 shares
-
Reason for the nomination as Director (excluding those who are Audit and Supervisory Committee Members)
Mr. Atsushi Udoh has been executing his duties as Representative Director and CEO of the Company and has considerable knowledge and experience based on his long-term career as the manager in charge of the sales division. We propose his reelection as we expect him to leverage his experience fostered so far and further contribute to the sustainable growth and enhancement of the corporate value of the Company group in a position to lead the overall business management of the Company group going forward.
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2. Hiromi Edahiro (Date of birth: May 14, 1952) | Reappointment | ||
■ Career summary, positions and responsibilities within | [Positions and responsibilities within the | ||
the Company, and significant concurrent positions | Company] | ||
April 1977 | Joined Tokio Marine Fire Insurance (current | Representative Director and CFO | |
Tokio Marine & Nichido Fire Insurance | |||
Co., Ltd.) | |||
September 1985 | Joined Tokiwa Pharmaceutical | ||
August 2000 | Representative Director and President of Tokiwa Pharmaceutical | ||
June 2012 | Auditor of the Company | ||
June 2015 | President and Representative Director of TOHO PHARMACEUTICAL | ||
June 2015 | Director of the Company | ||
June 2017 | Vice President and Director of the Company | ||
June 2019 | Director of TOHO PHARMACEUTICAL | ||
June 2019 | Representative Director and CFO, Vice Chairperson of the Board of the Company | ||
June 2020 | Chairperson of the Board and Representative Director of TOHO PHARMACEUTICAL | ||
June 2020 | Director of the Company | ||
June 2022 | Director of TOHO PHARMACEUTICAL (to present) | ||
June 2022 | Representative Director and CFO of the Company (to present) |
■ Number of shares of the Company held: 33,800 shares
■ Reason for the nomination as Director (excluding those who are Audit and Supervisory Committee Members)
Mr. Hiromi Edahiro, who has been executing his duties as Representative Director and CFO of the Company and has considerable knowledge and experience based on his long-term career as the manager in charge of the Administrative division. We propose his reelection as we expect him to leverage his experience fostered so far and further contribute to the sustainable growth and enhancement of the corporate value of the Company group in a position to lead the overall business management of the Company group going forward.
3. Akira Umada (Date of birth: April 16, 1965) | Reappointment | |
■ Career summary, positions and responsibilities within | [Positions and responsibilities within the | |
the Company, and significant concurrent positions | Company] | |
Senior Executive Managing Director and | ||
COO | ||
[Significant concurrent positions] | ||
President and Representative Director of | ||
TOHO PHARMACEUTICAL |
March 1986 Joined TOHO PHARMACEUTICAL (current the Company)
April 2009 Corporate Officer of TOHO PHARMACEUTICAL
July 2012 Director of TOHO PHARMACEUTICAL
June 2015 Managing Director of TOHO PHARMACEUTICAL
June 2015 Corporate Officer of the Company
June 2016 Senior Managing Director of TOHO PHARMACEUTICAL
June 2016 Director of the Company
June 2019 President and Representative Director of TOHO PHARMACEUTICAL (to present)
June 2019 Senior Executive Managing Director of the Company
June 2022 Senior Executive Managing Director and COO (to present)
- Number of shares of the Company held: 23,500 shares
-
Reason for the nomination as Director (excluding those who are Audit and Supervisory Committee Members)
Mr. Akira Umada, who has been executing his duties as Senior Executive Managing Director and COO of the Company and as Representative Director of the Company's consolidated subsidiary that engages in the pharmaceutical wholesaling business, has considerable experience and knowledge in the relevant field. We propose his reelection as we expect him to leverage his experience fostered so far and further contribute to the sustainable growth and enhancement of the corporate value of the Company group.
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Toho Holdings Co. Ltd. published this content on 31 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 June 2023 16:50:08 UTC.