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 Code: 6674 June 6, 2024 Start date of measures for electronic provision: May 31, 2024
To Shareholders with Voting Rights:
Osamu Murao President
GS Yuasa Corporation
1, Inobanba-cho, Nishinosho, Kisshoin, Minami-ku,
Kyoto, Japan
NOTICE OF THE 20TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
You are hereby notified that the 20th Annual General Meeting of Shareholders (the "Meeting") of GS Yuasa Corporation (the "Company") will be held as described below.
If you are unable to attend the Meeting in person, you may exercise your voting rights electronically (via the internet, etc.) or in writing. Please review Reference Documents for the Meeting and exercise your voting rights by 5:00 p.m. on Wednesday, June 26, 2024 (Japan Standard Time).
- Date and Time: Thursday, June 27, 2024 at 10:00 a.m. (Japan Standard Time)
- Venue: Hall at Head Office
1, Inobanba-cho, Nishinosho, Kisshoin, Minami-ku, Kyoto, Japan
3. Meeting Agenda Matters to be reported:
- The Business Report and Consolidated Financial Statements for the 20th fiscal year (April 1, 2023 - March 31, 2024) (the "Fiscal Year") and results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board
- Non-consolidatedFinancial Statements for the Fiscal Year
Matters to be resolved:
Proposal 1 | Appropriation of Surplus |
Proposal 2 | Election of Seven (7) Directors |
Proposal 3 | Election of One (1) Audit & Supervisory Board Member |
Proposal 4 | Payment of Bonuses for Directors |
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4. Items Concerning Measures for Electronic Provision
When convening this Meeting, the Company takes measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. (items for which measures for providing information in electronic format are to be taken) in electronic format. Please access any of the websites below to review the information.
[The Company's Website] https://www.gs-yuasa.com/jp/ir/meeting.php (in Japanese)
[Website for Informational Materials for the General Meeting of Shareholders] https://d.sokai.jp/6674/teiji/ (in Japanese)
- If revisions to the items subject to measures for providing information in electronic format arise, it will be posted on each of the websites above.
- Among the items subject to measures for providing information in electronic format, in accordance with the provisions of laws and regulations and Article 15, paragraph 2 of the Articles of Incorporation of the Company, the following items are not provided in the paper-based documents delivered to shareholders who requested the delivery of such documents. Each item of (i) to (viii) below has been combined with the Business Report, Consolidated Financial Statements, and Non-consolidated Financial Statements for the auditing process when preparing the results of audits by Audit & Supervisory Board and the Accounting Auditor.
- Items concerning the Accounting Auditor
- Overview of the resolutions by the Board of Directors on the development of systems necessary to ensure the properness of operations and the operating status of the systems
- Consolidated Statements of Changes in Net Assets
- Notes to the Consolidated Financial Statements
- Non-consolidatedBalance Sheets
- Non-consolidatedStatement of Income
- Non-consolidatedStatements of Changes in Net Assets
- Notes to the Non-consolidated Financial Statements
- Audit Report on the Consolidated Financial Statements by the Accounting Auditor (copy)
- Audit Report on the Non-consolidated Financial Statements by the Accounting Auditor (copy)
- Audit Report by the Audit & Supervisory Board (copy)
- Reception is planned to begin at 9:00 a.m. on the day of the Meeting.
- When you attend the Meeting, you are kindly requested to present the enclosed voting form at the reception desk.
- Only our shareholders are allowed to enter the venue. Persons who are attending as proxies of shareholders need to be themselves shareholders. In addition, the proxy shall be limited to one person.
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Reference Documents for the Meeting
Proposal 1 | Appropriation of Surplus |
The Company proposes the appropriation of surplus as follows: Year-end dividends
The Company considers the appropriate return of profit to its shareholders as one of management policies of utmost importance, and believes that the paying of dividends should be principally determined by comprehensively taking into consideration consolidated performance trends, the financial situation, and the payout ratio among other data.
The Company has given consideration to matters including the consolidated business performance of the Fiscal Year and future business development, and it proposes to pay year-end dividends for the Fiscal Year as follows, increasing the payment by ¥20 per share compared with the previous fiscal year.
As the Company has already paid an interim dividend of ¥15 per common share of the Company for this period, the annual dividend will be ¥70 per share.
- Type of dividend property Cash
-
Allocation of dividend property to shareholders and total amount thereof
The Company proposes to pay a dividend of ¥55 per common share of the Company. In this event, the total dividends will be ¥5,519,313,800. - Effective date of distribution of surplus
The effective date of dividends will be June 28, 2024.
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Proposal 2 | Election of Seven (7) Directors |
The terms of office of all seven (7) currently serving Directors will expire at the conclusion of the Meeting. Therefore, the Company proposes the election of seven (7) Directors.
The Company has established the Nomination and Compensation Committee, which is chaired by an Outside Director who is an independent officer, and of which Outside Directors who are independent officers compose a majority of members, to enhance the transparency and objectivity in the nomination process of candidates for Directors. Regarding the selection of the candidates, the Board of Directors has determined the candidates after seeking and receiving advice from the Nomination and Compensation Committee.
The candidates for Director are as follows:
Current position and | Attendance at | |||||
Candidate | Name | Gender | Board of | Tenure as | ||
No. | responsibilities | Directors | Director | |||
Meetings | ||||||
President | 100% | 12 years | ||||
1 | Osamu Murao | Reelection | Male | Chief Executive Officer | ||
(17/17) | ||||||
(CEO) | ||||||
2 | Takashi Abe | New election | Male | - | - | - |
3 | Masahiro Shibutani | Reelection | Male | Executive Vice President | 100% | 3 years |
(17/17) | ||||||
Director | 100% | 2 years | ||||
4 | Hiroaki Matsushima | Reelection | Male | Chief Financial Officer | ||
(17/17) | ||||||
(CFO) | ||||||
Reelection | 100% | 6 years | ||||
5 | Takayoshi Matsunaga | Outside | Male | Director | ||
(17/17) | ||||||
Independent | ||||||
Reelection | 100% | 4 years | ||||
6 | Yoshiko Nonogaki | Outside | Female | Director | ||
(17/17) | ||||||
Independent | ||||||
New election | ||||||
7 | Koji Nitto | Outside | Male | - | - | - |
Independent |
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Candidate | Name | Career summary, position and responsibilities | Number of shares | |
of the Company | ||||
No. | (Date of birth) | [significant concurrent positions] | ||
held | ||||
Apr. 1982 | Joined Japan Storage Battery Co., Ltd. | |||
(currently GS Yuasa International Ltd.) | ||||
June 2011 | Officer of GS Yuasa International Ltd. | |||
June 2012 | Director, person in charge of Quality Control | |||
and vice person in charge of Technology of the | ||||
Company | ||||
Osamu Murao | Director of GS Yuasa International Ltd. | |||
Director of GS Yuasa Technology Ltd. | ||||
(January 15, 1960) | 17,765 shares | |||
June 2014 | Vice person in charge of Industrial Batteries & | |||
Reelection | ||||
Power Sources Business of the Company | ||||
June 2015 | President and Chief Executive Officer (CEO) | |||
1 | (current position) | |||
President of GS Yuasa International Ltd. | ||||
(current position) | ||||
[Significant concurrent positions outside the Company] | ||||
President of GS Yuasa International Ltd. | ||||
[Reasons for nomination as a candidate for Director and expected roles] | ||||
Osamu Murao has extensive knowledge about the business of the Company group (the "Group"), and as a Director, was | ||||
in charge of Quality Control, Technology, and Industrial Batteries and Power Sources Business in addition to his | ||||
business experience in Manufacturing and Production Technology Departments. Moreover, after being appointed as | ||||
President of the Company in June 2015, he has been in charge of the Group as CEO and has been guiding the business | ||||
management of the Group, by directing the formulation of Medium-term Management Plans for the Group and | ||||
demonstrating leadership for accomplishing these plans. Based on his abundant experience and knowledge, the | ||||
Company has judged him to be the right person to supervise overall group management. Therefore, the Company has | ||||
nominated him again as a candidate for Director. | ||||
Apr. 1989 | Joined Japan Storage Battery Co., Ltd. | |||
(currently GS Yuasa International Ltd.) | ||||
Mar. 2003 | President of GS Battery U.S.A. Inc. | |||
Apr. 2010 | General Manager of Corporate Strategic | |||
Planning Office of GS Yuasa International Ltd. | ||||
June 2016 | Corporate Officer | |||
Oct. 2016 | Executive Vice President of GS Yuasa Energy | |||
Co., Ltd. | ||||
Apr. 2018 | Deputy Business Unit Manager of Industrial | |||
Takashi Abe | Batteries & Power Sources Business Unit of GS | |||
Yuasa International Ltd. | ||||
(October 17, 1965) | 3,365 shares | |||
Division Manager of Overseas Sales Division, | ||||
New election | ||||
Industrial Batteries & Power Sources Business | ||||
2 | Unit | |||
Apr. 2022 | Director (current position) | |||
Division Manager of Power Supply System | ||||
Sales Division, Industrial Batteries & Power | ||||
Sources Business Unit | ||||
Apr. 2023 | Business Unit Manager of Automotive Battery | |||
Business Unit | ||||
[Significant concurrent positions outside the Company] | ||||
Director of GS Yuasa International Ltd. | ||||
[Reasons for nomination as a candidate for Director and expected roles] | ||||
Takashi Abe has extensive knowledge about the business of the Group based on his service as a Director at a subsidiary | ||||
and as a President at an overseas subsidiary in addition to his business experience in Industrial Batteries and Power | ||||
Sources Business, Automotive Battery Business, and Corporate Strategic Planning Office. Based on his abundant | ||||
experience and knowledge, the Company has judged him to be the right person to supervise overall group management. | ||||
Therefore, the Company has nominated him as a new candidate for Director. |
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Candidate | Name | Career summary, position and responsibilities | Number of shares | |
of the Company | ||||
No. | (Date of birth) | [significant concurrent positions] | ||
held | ||||
Apr. 1984 | Joined Yuasa Battery Co., Ltd. (currently GS | |||
Yuasa International Ltd.) | ||||
Jan. 2006 | General Manager of Finance and Accounting | |||
Division of the Company | ||||
Apr. 2007 | Director of GS Yuasa Accounting Service Ltd. | |||
(currently GS Yuasa International Ltd.) | ||||
Apr. 2010 | President and Director of Yuasa (Tianjin) | |||
Technology Ltd. | ||||
Apr. 2012 | General Manager of Corporate Office of the | |||
Company | ||||
General Manager of Internal Control Office | ||||
June 2014 | Officer of GS Yuasa International Ltd. | |||
Audit & Supervisory Board Member of GS | ||||
Masahiro Shibutani | Yuasa Battery Ltd. | |||
June 2016 | Corporate Officer of GS Yuasa International | |||
(November 2, 1960) | 5,153 shares | |||
Ltd. | ||||
Reelection | ||||
President of GS Yuasa Battery Ltd. | ||||
3 | June 2019 | Senior Officer of GS Yuasa International Ltd. | ||
Apr. 2020 | Director | |||
Apr. 2021 | Managing Director | |||
June 2021 | Managing Director of the Company | |||
June 2022 | Senior Managing Director | |||
Senior Managing Director of GS Yuasa | ||||
International Ltd. | ||||
June 2023 | Executive Vice President of the Company | |||
(current position) | ||||
Executive Vice President of GS Yuasa | ||||
International Ltd. (current position) | ||||
[Significant concurrent positions outside the Company] | ||||
Executive Vice President of GS Yuasa International Ltd. | ||||
[Reasons for nomination as a candidate for Director and expected roles] | ||||
Masahiro Shibutani has knowledge about global business management, administration and operations based on his | ||||
service as an officer at an overseas subsidiary in addition to his business experience in Automotive Battery Business and | ||||
Administrative Departments. Based on his abundant experience and knowledge, the Company has judged him to be the | ||||
right person to supervise overall group management. Therefore, the Company has nominated him again as a candidate | ||||
for Director. |
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Candidate | Name | Career summary, position and responsibilities | Number of shares | |
of the Company | ||||
No. | (Date of birth) | [significant concurrent positions] | ||
held | ||||
Apr. 1989 | Joined Yuasa Battery Co., Ltd. (currently GS | |||
Yuasa International Ltd.) | ||||
Apr. 2015 | General Manager of Corporate Office of the | |||
Company | ||||
June 2016 | General Manager of Finance and Accounting | |||
Division of GS Yuasa International Ltd. | ||||
(current position) | ||||
Director of GS Yuasa Accounting Service Ltd. | ||||
(currently GS Yuasa International Ltd.) | ||||
Hiroaki Matsushima | Audit & Supervisory Board Member of GS | |||
Yuasa Fieldings Ltd. | ||||
(January 15, 1966) | 5,952 shares | |||
June 2017 | Officer of GS Yuasa International Ltd. | |||
Reelection | ||||
June 2018 | President of GS Yuasa Accounting Service Ltd. | |||
4 | (currently GS Yuasa International Ltd.) | |||
Apr. 2020 | Head of Corporate Office of the Company | |||
(current position) | ||||
Apr. 2021 | Director of GS Yuasa International Ltd. (current | |||
position) | ||||
June 2022 | Director and Chief Financial Officer (CFO) of | |||
the Company (current position) | ||||
[Significant concurrent positions outside the Company] | ||||
Director of GS Yuasa International Ltd. | ||||
[Reasons for nomination as a candidate for Director and expected roles] | ||||
Hiroaki Matsushima has knowledge about overall group management based on his service as a Director and an Audit & | ||||
Supervisory Board Member at subsidiaries in addition to his business experience in Administrative Departments | ||||
including Accounting, Finance and Information Systems. Based on his abundant experience and knowledge, the | ||||
Company has judged him to be the right person to supervise overall group management. Therefore, the Company has | ||||
nominated him again as a candidate for Director. |
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Candidate | Name | Career summary, position and responsibilities | Number of shares | |
of the Company | ||||
No. | (Date of birth) | [significant concurrent positions] | ||
held | ||||
Apr. 1975 | Joined SEKISUI CHEMICAL CO., LTD. | |||
June 2002 | Director and Senior Vice President of High | |||
Performance Plastics Company | ||||
Apr. 2004 | Director, person in charge of IT-Related | |||
Business Unit of High Performance Plastics | ||||
Company | ||||
June 2004 | Managing Director, person in charge of IT- | |||
Related Business Unit of High Performance | ||||
Takayoshi Matsunaga | Plastics Company | |||
Apr. 2005 | Executive Managing Director and President of | |||
(May 11, 1951) | ||||
High Performance Plastics Company | ||||
Reelection | 1,555 shares | |||
Apr. 2008 | Executive Managing Director, Senior Managing | |||
Outside | ||||
Executive Officer and President of High | ||||
Independent | ||||
Performance Plastics Company | ||||
5 | June 2008 | Director, Senior Managing Executive Officer | ||
and President of High Performance Plastics | ||||
Company | ||||
Mar. 2014 | Director and CEO's Special mission | |||
June 2014 | Audit & Supervisory Board Member | |||
Outside Audit & Supervisory Board Member of | ||||
Sekisui Jushi Corporation | ||||
June 2018 | Director of the Company (current position) | |||
[Reasons for nomination as a candidate for Outside Director and expected roles] | ||||
Takayoshi Matsunaga has extensive knowledge to supervise overall management based on management experience as a | ||||
Director at a listed company expanding overseas in addition to his experience as an Audit & Supervisory Board | ||||
Member of a listed company. Based on his abundant experience, knowledge, and neutral and objective viewpoint, the | ||||
Company has judged him to be capable of performing the supervisory function of the Board of Directors of the | ||||
Company with regard to the business operation. Therefore, the Company has nominated him again as a candidate for | ||||
Outside Director. |
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Candidate | Name | Career summary, position and responsibilities | Number of shares | |
of the Company | ||||
No. | (Date of birth) | [significant concurrent positions] | ||
held | ||||
Apr. 1980 | Joined Sony Corporation (currently Sony | |||
Group Corporation) | ||||
Sept. 1992 | President and Representative Director of Sony | |||
Poland sp.zo.o | ||||
July 1994 | General Manager of Sales and Marketing | |||
Department, Recording Media and Energy | ||||
Company of Sony Corporation (currently Sony | ||||
Group Corporation) | ||||
Apr. 1999 | General Manager of Planning and Marketing | |||
Department, Personal IT Network Company | ||||
Yoshiko Nonogaki | Apr. 2006 | General Manager of Business Planning | ||
Department, Business and Professional | ||||
(July 31, 1957) | ||||
Solutions Group | ||||
Reelection | 941 shares | |||
Apr. 2009 | Senior General Manager of Planning and | |||
Outside | ||||
Marketing Division, Business and Professional | ||||
Independent | ||||
Solutions Group | ||||
6 | Apr. 2013 | Director of Global Diversity, Personnel HQ | ||
June 2015 | Outside Director of Jolly-Pasta Co., Ltd. | |||
June 2019 | Outside Director of Nifco Inc. (current | |||
position) | ||||
June 2020 | Director of the Company (current position) | |||
June 2021 | Outside Director of SATO HOLDINGS | |||
CORPORATION (current position) | ||||
[Significant concurrent positions outside the Company] | ||||
Outside Director of Nifco Inc. | ||||
Outside Director of SATO HOLDINGS CORPORATION | ||||
[Reasons for nomination as a candidate for Outside Director and expected roles] | ||||
Yoshiko Nonogaki has extensive knowledge to supervise overall management based on experience as an Outside | ||||
Director of listed companies in addition to her experience in business departments at a listed company expanding | ||||
overseas and in management at an overseas subsidiary. Based on her abundant experience, knowledge, and neutral and | ||||
objective viewpoint, the Company has judged her to be capable of performing the supervisory function of the Board of | ||||
Directors of the Company with regard to the business operation. Therefore, the Company has nominated her again as a | ||||
candidate for Outside Director. | ||||
Apr. 1983 | Joined OMRON TATEISI ELECTRONICS | |||
CO. (currently OMRON Corporation) | ||||
Mar. 2011 | Senior General Manager of Global Resource | |||
Management HQ of OMRON Corporation | ||||
June 2011 | Executive Officer | |||
Mar. 2013 | Senior General Manager of Global SCM and IT | |||
Koji Nitto | Innovation HQ | |||
(February 1, 1961) | Apr. 2013 | Managing Executive Officer | ||
New election | Mar. 2014 | Senior General Manager of Global Strategy HQ | 0 shares | |
Outside | Apr. 2014 | Senior Managing Executive Officer | ||
7 | Independent | June 2014 | Director, Senior Managing Executive Officer | |
Apr. 2017 | Director, Senior Managing Executive Officer | |||
and Chief Financial Officer (CFO) | ||||
June 2023 | Outside Director of WACOAL HOLDINGS | |||
CORP. (current position) | ||||
[Significant concurrent positions outside the Company] | ||||
Outside Director of WACOAL HOLDINGS CORP. | ||||
[Reasons for nomination as a candidate for Outside Director and expected roles] | ||||
Koji Nitto has extensive knowledge to supervise overall management based on experience as an Outside Director of a | ||||
listed company in addition to his experience as CFO and in business departments at a listed company expanding | ||||
overseas. Based on his abundant experience, knowledge, and neutral and objective viewpoint, the Company has judged | ||||
him to be capable of performing the supervisory function of the Board of Directors of the Company with regard to the | ||||
business operation. Therefore, the Company has nominated him as a new candidate for Outside Director. |
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(Notes) 1. There are no special interests between any of the candidates and the Company.
- Takayoshi Matsunaga, Yoshiko Nonogaki and Koji Nitto are candidates for Outside Director.
- Takayoshi Matsunaga is currently an Outside Director of the Company, and at the conclusion of the Meeting, his tenure as an Outside Director will have been six (6) years.
- Yoshiko Nonogaki is currently an Outside Director of the Company, and at the conclusion of the Meeting, her tenure as an Outside Director will have been four (4) years.
- Pursuant to the provisions in Article 28 of the Articles of Incorporation of the Company and Article 427, paragraph 1 of the Companies Act (the "Act"), the Company has entered into an agreement with Takayoshi Matsunaga and Yoshiko Nonogaki to limit their liability under Article 423, paragraph 1 of the Act to a maximum amount of ¥10 million or the minimum liability limit stipulated in Article 425, paragraph 1 of the Act, whichever is higher, and if their reelection is approved, the Company plans to renew the relevant agreement with them.
- If the election of candidate for Director Koji Nitto is approved, pursuant to the provisions in Article 28 of the Articles of Incorporation of the Company and Article 427, paragraph 1 of the Act, the Company plans to enter into an agreement with him to limit his liability under Article 423, paragraph 1 of the Act to a maximum amount of ¥10 million or the minimum liability limit stipulated in Article 425, paragraph 1 of the Act, whichever is higher.
- The Company has concluded a directors' and officers' liability insurance contract provided for in Article 430-3, paragraph 1 of the Act with an insurance company. If each candidate is elected and appointed as Director, the Company plans to insure all Directors under the relevant insurance contract. The Company plans to renew the relevant insurance contract with the same contents at the next renewal.
- The Company has submitted notification to the Tokyo Stock Exchange, that Takayoshi Matsunaga and Yoshiko Nonogaki have been appointed as independent officers as provided for by the aforementioned Exchange. If their reelection is approved, the Company plans for their appointment as independent officers to continue.
- If the election of candidate for Director Koji Nitto is approved, the Company plans to appoint him as an independent officer as provided for by the Tokyo Stock Exchange.
- Koji Nitto will be appointed as an Outside Director (Audit and Supervisory Committee Member) of T&D Holdings, Inc. at that company's annual general meeting of shareholders to be held on June 26, 2024.
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GS Yuasa Corporation published this content on 30 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 May 2024 23:16:03 UTC.