UACJ : Notice of the 10th Annual General Meeting of Shareholders (212KB)

Note: This document is an English Translation of the "Notice of the 10th Ordinary General Meeting of Shareholders (Dai-10-ki Teiji Kabunushi Sokai Shoshu Go-Tsuchi)," and prepared solely for the convenience of shareholders who are non-Japanese speakers. In the event of any discrepancy between this translated document and the Japanese original document, the Japanese original text shall prevail. UACJ Corporation does not guarantee the accuracy and/or the completeness of the translation and shall have no liability for any errors or omissions therein.

(Securities Code: 5741) May 31, 2023 Start date of measures for electronic provision: May 24, 2023

Dear shareholders:

Miyuki Ishihara,

Representative Director, President

UACJ Corporation

1-7-2 Otemachi, Chiyoda-ku, Tokyo

Notice of the 10th Ordinary General Meeting of Shareholders

In convening this General Meeting of Shareholders, the Company has taken 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 has posted the information on the Company website shown below. Please view the information. Moreover, even if no request is made for delivery of documents based on the Companies Act, the Company has sent written materials related to the general meeting of shareholders to all shareholders in this year.

The Company's website: https://www.uacj.co.jp/ir/library/annualmeeting.htm (in Japanese)

In addition to posting items subject to measures for electronic provision on the website above, the Company also posts this information on the website of the Tokyo Stock Exchange (TSE). Access the following TSE website (Listed Company Search), enter "UACJ" in "Issue name (company name)" or the Company's securities code "5741" in "Code," and click "Search." Then, click "Basic information" and select "Documents for public inspection/PR information." Under "Filed information available for public inspection," click "Click here for access" under "[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting]."

TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)

1. Date and Time: Wednesday, June 21, 2023, at 10:00 a.m. (JST) (Reception begins at 9:00 a.m.)
2. Venue: 3rd Floor, Tokyo Sankei Building (Rooms 301-303, Otemachi Sankei Plaza)

1-7-2 Otemachi, Chiyoda-ku, Tokyo

3. Purpose of the Meeting Matters to be reported:

1. Reports on Business Report, Consolidated Financial Statements, and Report on Audit Results of Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board for the 10th fiscal term (from April 1, 2022 to March 31, 2023)
2. Reports on Non-consolidated Financial Statements for the 10th fiscal term (from April 1, 2022 to March 31, 2023)

Matters to be resolved:

Proposal No. 1 Dividends of Surplus

Proposal No. 2 Amendment to the Articles of Incorporation

Proposal No. 3 Election of Ten (10) Directors

Proposal No. 4 Revision of Amount of Remuneration for Directors

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4. Matter to be Determined Upon Convocation (Matters Related to the Exercise of Voting Rights)

・If you attend the meeting in person, you are kindly requested to submit the voting form that was sent together with the notice for this convocation at the reception desk.

・If you opt not to attend the meeting in person, you may exercise your voting rights via the internet, or by mail using the voting form. Please review the "Reference Documents for the General Meeting of Shareholders" and make sure that your votes are submitted no later than 5:45 p.m. on Tuesday, June 20, 2023 (JST).

・When exercising voting rights by mail using the voting form, if a vote for or against a proposal is not indicated on the voting form, it will be considered an indication of approval.

・If you exercise your voting rights redundantly by voting via the internet and by mailing of the voting form, the vote via the internet will be counted as the valid vote. If you vote via the internet multiple times, the last vote will be counted as the valid vote.

• 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 the above Company website and the TSE website.
• Of the items subject to measures for electronic provision, "Notes to Consolidated Financial Statements" in the Consolidated Financial Statements and "Notes to Non-Consolidated Financial Statements" in the Non-consolidated Financial Statements are not included in the attachments related to the matters to be reported because they are posted on the above Company website and TSE website based on provisions under laws and Article 15 of the Company's Articles of Incorporation. These are a portion of the documents that are audited by the Audit & Supervisory Board when preparing the audit report and by the Accounting Auditor when preparing the accounting audit report.

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Reference Documents for the General Meeting of Shareholders

Proposal No. 1

Dividends of Surplus

The Company acknowledges that distribution of dividends is essential to rewarding shareholders. The Company determines dividends by taking into consideration comprehensive factors including trends in financial performance, maintenance and renewals for stable business operations, enhancing competitiveness in our strategy, environment and other areas and investing in research and development in order to improve corporate value and growth, and reinforcing the Company's financial standing, while the Company seeks stable and continuous dividend distribution as its basic policy.

From the perspective of achieving stable dividend distribution in light of the performance trends, performance forecasts for the next fiscal term and financial condition, the Company proposes to pay ¥85 per share as a year-end dividend for this fiscal term.

Matters related to the year-end dividends

1. Type of dividend property Cash
2. Matters concerning the allotment of dividend property to shareholders and total amount thereof ¥85 per common share of the Company
   Total payment: ¥4,098,807,100
3. Effective date of dividends of surplus June 22, 2023

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Proposal No. 2 Amendment to the Articles of Incorporation

1. Reasons for the proposal
   The Company was established in 2013 through a merger of Furukawa-Sky Aluminum Corp. and Sumitomo Light Metal Industries, Ltd. based on a spirit of equality. In order for the Company organization to operate with a greater sense of unity, at that time, a proportion was established in the Company's Articles of Incorporation that exceeded the resolution standards for a Board of Directors stipulated in the Companies Act, and it has remained so until now.
   Since then, the Company's corporate governance has been strengthened such as through the appointing of multiple independent outside directors. Therefore, we believe that it is no longer necessary to maintain a resolution standard that is higher than the standard stipulated in the Companies Act.
   The Company has decided that changing the resolution standards for the Board of Directors will not negatively impact shareholder value, and, therefore, the Company proposes that the resolution standard for the Board of Directors in the Articles of Incorporation be amended from a two-thirdsmajority to a majority as stipulated in the Companies Act.
2. Details of the amendments
   Details of the amendments are as follows.

	(The underlined parts indicate the amended text.)
Current Articles of Incorporation	Proposed amendments
(Method of Resolution by the Board of Directors and Omission of	(Method of Resolution by the Board of Directors and Omission of
Resolution)	Resolution)
Article 24.	Article 24.
(i) For resolutions by the Board of Directors, a majority of	(i) For resolutions by the Board of Directors, a majority of
the Directors who are able to participate in the resolution	the Directors who are able to participate in the resolution
must be in attendance, and shall be passed by a two-thirds	must be in attendance, and shall be passed by a majority.
majority.	(ii) (Same as now)
(ii) When the requirements of Article 370 of the Companies
Act are met, it shall be deemed by the Company that the
resolution by the Board of Directors has been passed.

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[Reference] Skills Matrix

The Company appoints candidates for Directors and Audit & Supervisory Board Members based on the following appointment criteria and procedure.

Criteria and Procedure for the Appointment of Directors and Audit & Supervisory Board Members

1. Candidates for the Company's Directors are nominated by the Nomination and Remuneration Advisory Committee according to the following criteria and then proposed by the Committee to the Board of Directors for its discussion and decision-making.
2. 1. Possess a mature personality and qualities to gain respect and trust of others.
   2. Possess a revolutionizing power to create and promote changes, and the ability to make bold decisions from a wide perspective.
   3. Possess a driving force to present clear visions of the Company and utilize a multiplicity of talents to mobilize others, and the ability to carry through and deliver results under any circumstances.
   4. Candidates for Outside Directors must meet the standards for independence set by the Company, and there must be no risk of a conflict of interest with general shareholders.
3. Candidates for the Company's Audit & Supervisory Board Members are nominated by the Nomination and Remuneration Advisory Committee according to the following criteria and then, after obtaining the approval of the Audit & Supervisory Board, proposed by the Committee to the Board of Directors for its discussion and decision-making.
4. 1. Possess a mature personality and qualities to gain respect and trust of others.
   2. Possess the knowledge and experience to perform accurate and fair audits on the directors' execution of duties.
   3. Possess deep insight, extensive knowledge and experience in specialized fields such as corporate management, finance and accounting, legal and governance, and risk management.
   4. Candidates for Outside Audit & Supervisory Board Members must meet the standards for independence set by the Company, and there must be no risk of a conflict of interest with general shareholders.

Standards for independence set by the Company: https://www.uacj.co.jp/sustainability/management/pdf/independence.pdf (in Japanese)

The members and expertise of the Board of Directors, if Proposal No. 3 is approved as originally proposed at this Ordinary General Meeting of Shareholders, will be as follows.

1. "UACJ VISION 2030" and the Third Mid-term Management Plan
   The Company has developed "UACJ VISION 2030" that depicts its vision for 2030. To realize the vision, the Company has set up the following three (3) major policies of the Third Mid-term Management Plan (from fiscal 2021 to fiscal 2023) designed to strengthen and consolidate foundations for growth.
   "Complete structural reforms"
   Enhance earnings power; improve financial position; strengthen management systems "Strengthen foundations for growth"
   Increase added value; focus on growth markets and sectors; create new business domains; strengthen supporting foundations
   "Contribute to achieving a better world (promote sustainability)" Contribute to solving issues related to climate change
2. The Company's Skills Matrix
   Discussions have been held in meetings of the Nomination and Remuneration Advisory Committee and the Board of Directors on the "skills (knowledge, experience and capability) that the Board of Directors should possess" when supervising the three (3) major policies and key measures of the Third Mid-term Management Plan, and the following nine (9) skill fields were selected.

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