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 identification code: 5707 June 7, 2023 (Date of commencement of electronic provision measures: June 5, 2023)
To our shareholders:
Kimiyasu Marusaki Representative Director and President
Toho Zinc Co., Ltd. 1-8-2 Marunouchi, Chiyoda-ku, Tokyo
NOTICE OF THE 124TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
The 124th Ordinary General Meeting of Shareholders of Toho Zinc Co., Ltd. (the "Company") will be held as described below.
For the convocation of this general meeting of shareholders, the Company has taken measures for providing information electronically (the "electronic provision measures") and has posted matters subject to the electronic provision measures on the following website as the "Notice of the 124th Ordinary General Meeting of Shareholders."
The Company's website: https://www.toho-zinc.co.jp/eng/ir/
In addition to the website shown above, the Company has also posted this information on the following website. Tokyo Stock Exchange website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
To view the information, please access the website above, enter the Company's name or securities code, and click "Search," and then select "Basic information" and "Documents for public inspection/PR information" in this order.
When exercising your voting rights prior to the meeting in writing or via the Internet, etc., please review the Reference Documents for the General Meeting of Shareholders as described later, follow the next instructions and send or submit your votes.
Shareholders who have exercised their voting rights via the Internetwill have a chance to be one of 1,000 winners to receive an electronic gift (worth ¥500) regardless of their approval or disapproval of the proposals. Please scan the QR code to learn how to participate.
Voting in Writing
Please indicate your approval or disapproval of the proposals on the enclosed voting form and return it by postal mail to reach us no later than 5:40 p.m., Wednesday, June 28, 2023 (Japan Standard Time).
Voting via the Internet, etc.
Please access the voting website designated by the Company (https://evote.tr.mufg.jp/), use the login ID and temporary password written on the enclosed voting form, and then indicate your approval or disapproval of the proposals by following the instructions on the screen by no later than 5:40 p.m., Wednesday, June 28, 2023 (Japan Standard Time).
Please also confirm "Instructions for exercising voting rights via the Internet, etc." when voting via the Internet, etc. (This only applies to those who received the Japanese version of this Notice.)
- 1 -
- Date and Time: Thursday, June 29, 2023 at 10:00 a.m. (Japan Standard Time)
- Venue:Tekko Conference Room (Tekko Building, South Tower 4th Floor) 1-8-2 Marunouchi, Chiyoda-ku, Tokyo
(Please refer to the venue map at the end of this Notice. This only applies to those who received the Japanese version of this Notice.)-
Purposes:
Items to be reported: - Business Report and Consolidated Financial Statements for the 124th Term (from April 1, 2022 to March 31, 2023), as well as the results of audit of the Consolidated Financial Statements by the Accounting Auditor and the Audit and Supervisory Committee
- Non-ConsolidatedFinancial Statements for the 124th Term (from April 1, 2022 to March 31, 2023)
Items to be resolved:
Proposal 1: Appropriation of Surplus
Proposal 2: Election of Three (3) Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)
Proposal 3: Election of Two (2) Directors Who Are Audit and Supervisory Committee Members
Proposal 4: Revision of Remuneration Amounts for Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)
Proposal 5: Revision of Remuneration Amounts for Directors Who Are Audit and Supervisory Committee Members
Proposal 6: Determination of Remuneration Associated with Allotments of Restricted Shares to Directors (Excluding Directors Who Are Audit and Supervisory Committee Members and Outside Directors)
Proposal 7: Election of One (1) Substitute Director Who Is an Audit and Supervisory Committee Member
・When attending the meeting on the day, please submit the enclosed Voting Rights Exercise Form at the reception desk.
・The paper copy sent to shareholders who have made a request for delivery of documents does not include the following matters pursuant to the provisions of laws and regulations and Article 15 of the Articles of Incorporation of the Company. Accordingly, the paper copy constitutes only part of the documents which the Audit and Supervisory Committee and the Accounting Auditor have audited upon preparing their audit reports.
Notes to the Consolidated Financial Statements Notes to the Non-Consolidated Financial Statements
・Should the matters subject to the electronic provision measures require revisions, the revised versions shall be posted on the respective websites where these matters are posted.
・Depending on the status of the spread of COVID-19, the Company may take measures to prevent infection at this meeting, and we appreciate your understanding in this regard.
- 2 -
Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal 1: Appropriation of Surplus
The Company proposes the appropriation of surplus as follows: Year-end Dividends
The Company's basic policy is to pay dividends while comprehensively taking into account the business performance, business environment surrounding the Group, internal reserves for future business development, maintenance of stable dividends and other factors.
In line with this policy, the Company proposes to pay a year-end dividend for the fiscal year under review of ¥75 per share, unchanged from the previous fiscal year.
- Type of dividend property To be paid in cash.
- Allotment of dividend property to shareholders and total amount thereof
¥75 per common share of the Company Total amount: ¥1,018,342,575
- Effective date of dividends of surplus June 30, 2023
- 3 -
Proposal 2: Election of Three (3) Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)
At the conclusion of this meeting, the term of office for all three (3) of the current Directors (excluding Directors who are Audit and Supervisory Committee Members; applicable to the rest of this proposal) will expire. Therefore, the Company proposes the election of three (3) Directors.
The candidates for Directors are as follows:
Candidate | Name | Career Summary, Position and Responsibility in the Company, | Number of the | |
Company's | ||||
No. | (Date of Birth) | and Significant Concurrent Positions Outside the Company | ||
Shares Owned | ||||
Apr. 1984 | Joined the Company | |||
June 2014 | Executive Officer, General Manager of | |||
Electronic Components Business Department | ||||
and General Manager of Electronic | ||||
Components Sales Department, Electronic | ||||
Components Business Division | ||||
Mar. 2015 | Executive Officer, General Manager of | |||
Electronic Components Business Department, | ||||
General Manager of Fujioka Works, General | ||||
Manager of Technology Department, General | ||||
Manager of Production Management | ||||
Masahito Ito | Department, Electronic Components Business | 4,800 | ||
Department, and General Manager of Toho | ||||
(September 22, 1959) | Zinc Technical Center, Electronic | shares | ||
Components Business Division | ||||
1 | June 2018 | Managing Executive Officer, General | ||
Manager of Electronic Components Business | ||||
Division, General Manager of Electronic | ||||
Components Business Department, and | ||||
General Manager of Fujioka Works | ||||
June 2021 | Managing Executive Officer, General | |||
Manager of Electronic Components Business | ||||
Division, General Manager of Fujioka Works, | ||||
and in charge of Advanced Materials | ||||
Business Division (current position) | ||||
(Reasons for nomination as candidate for Director)
Mr. Masahito Ito has been engaged with the downstream business in the Company over the long term and possesses a wealth of operational experience and a proven track record. In addition, as Managing Executive Officer, he has been taking a central role in the business execution and has greatly contributed to the Group.
Based on the above, the Company judges that he is an indispensable talent to strengthen the function of the Board of Directors and to enhance sustainable corporate value of the Group, and therefore proposes to elect him as Director.
- 4 -
Candidate | Name | Career Summary, Position and Responsibility in the Company, | Number of the | |
Company's | ||||
No. | (Date of Birth) | and Significant Concurrent Positions Outside the Company | ||
Shares Owned | ||||
Apr. 1980 | Joined The Mitsubishi Trust and Banking | |||
Corporation (currently Mitsubishi UFJ Trust | ||||
and Banking Corporation) | ||||
June 2008 | Executive Officer, Trust Assets Planning | |||
Division, Mitsubishi UFJ Trust and Banking | ||||
Corporation | ||||
Executive Officer, Asset Management and | ||||
Administration Planning Div., Mitsubishi | ||||
UFJ Financial Group, Inc. | ||||
June 2011 | Executive Officer, Administration Division, | |||
the Company | ||||
June 2014 | Director and Chief Financial Officer, | |||
Administration Division | ||||
June 2015 | Director, Managing Executive Officer and | |||
Chief Financial Officer, Administration | ||||
Masaaki Yamagishi | Division | 5,000 | ||
June 2019 | Director, Senior Managing Executive Officer | |||
(February 2, 1958) | shares | |||
and Chief Financial Officer, Administration | ||||
Division | ||||
2 | June 2022 | Director, Senior Managing Executive Officer, | ||
General Manager of SDGs Promotion | ||||
Division, General Manager of Information | ||||
System Department, and in charge of | ||||
Administration Division | ||||
Mar. 2023 | Director, Senior Managing Executive Officer, | |||
General Manager of SDGs Promotion | ||||
Division, General Manager of Information | ||||
System Department, General Manager of DX | ||||
Promotion Task Force, and in charge of | ||||
Administration Division | ||||
(current position) |
(Significant Concurrent Position Outside the Company)
Director, CBH Resources Ltd. (part-time)
(Reasons for nomination as candidate for Director)
Mr. Masaaki Yamagishi possesses a wealth of operational experience and a proven track record as he has served in important posts in financial institutions. After joining the Company, he leveraged his knowledge and experience at the administration division. After assuming position as Director in June 2014, he has appropriately fulfilled his roles such as determining vital matters of management and overseeing the execution of business.
Based on the above, the Company judges that he is an indispensable talent to strengthen the function of the Board of Directors and to enhance sustainable corporate value of the Group, and therefore proposes to reelect him as Director.
- 5 -
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Toho Zinc Co. Ltd. published this content on 05 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 June 2023 05:24:07 UTC.