This document has been translated from the Japanese original for the convenience of non-Japanese shareholders. In the event of any discrepancy between this translation and the Japanese original, the original shall prevail.
Securities identification code: 8012
June 4, 2024
To our shareholders:
Hiroyuki Ueshima
Representative Director and President
NAGASE & CO., LTD.
1-1-17, Shinmachi, Nishi-ku,
Osaka City, Osaka, Japan
2-6-4, Otemachi, Chiyoda-ku,
Tokyo, Japan (Tokyo Head Office)
NOTICE OF THE 109TH ANNUAL SHAREHOLDERS' MEETING
You are cordially invited to attend the 109th Annual Shareholders' Meeting of NAGASE & CO., LTD. (the "Company"), which will be held as described below.
When convening this shareholders' meeting, the Company takes measures for providing information that constitutes the content of reference documents for the shareholders' meeting, etc. (items for which the measures for providing information in electronic format are taken) in electronic format, and posts this information on the Company's website on the Internet. Please access the Company's website mentioned below to review the information.
Company's website
https://www.nagase.co.jp/ir/stock-information/stockholders-meetings/ (in Japanese)
In addition to posting the items for which the measures for providing information in electronic format are taken on the website above, the Company also posts this information on the website of Tokyo Stock Exchange, Inc. (TSE). Please access the TSE website (Listed Company Search) by using the Internet address shown below, enter the issue name (Nagase & Co.) or securities code (8012), and click "Search," and then click "Basic information" and select "Documents for public inspection/PR information" to review the information.
TSE website (Listed Company Search)
https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
For this shareholders' meeting, we will deliver paper-based documents that contain the items for which the measures for providing information in electronic format are taken to all shareholders, regardless of whether or not they have requested the delivery of paper-based documents.
If you are unable to attend the meeting in person, you are kindly requested to exercise your voting rights in advance by postal mail or via the Internet, etc. We request that you exercise your voting rights on or before 5:15 p.m. on Thursday, June 20, 2024 after considering the following Reference Documents for the Annual Shareholders' Meeting.
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Meeting Details
- Date and time: Friday, June 21, 2024 at 10:00 a.m. (Reception begins at 9:00 a.m.) (Japan Standard Time)
- Venue: Nihonbashi Mitsui Hall
COREDO Muromachi 1 (Reception: 4th floor)
2-2-1,Nihonbashi-muromachi,Chuo-ku, Tokyo
3. Purposes:
Items to be reported:
- Business Report and Consolidated Financial Statements for the 109th Term (from April 1, 2023 to March 31, 2024), as well as the results of audit of the Consolidated Financial Statements by the Independent Auditor and Audit & Supervisory Board
- Non-ConsolidatedFinancial Statements for the 109th Term (from April 1, 2023 to March 31, 2024)
Items to be resolved:
Proposal 1: Appropriation of surplus
Proposal 2: Election of nine (9) Directors
Proposal 3: Election of one (1) Audit & Supervisory Board Member
Proposal 4: Election of one (1) substitute Audit & Supervisory Board Member
4. Instructions on exercising voting rights:
- If you exercise your voting rights both in writing (by postal mail) and via the Internet, etc., your vote via the Internet, etc. will be treated as the valid vote. If you exercise your voting rights via the Internet, etc. multiple times, the last vote will be treated as the valid vote.
- Any voting form returned without indicating approval or disapproval for a particular proposal will be counted as a vote for approval of the proposal.
- If you exercise your voting rights by proxy, you may appoint as a proxy one of the shareholders holding voting rights at the shareholders' meeting. However, please note that a document verifying the proxy right of the person representing you must be submitted.
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5. Other matters relating to this Notice:
Note regarding the shareholders' meeting:
Pursuant to laws and regulations and the provisions of the Articles of Incorporation, the following items among the items for which the measures for providing information in electronic format are taken are not included in this document.
Business Report: (1) Matters relating to share options for the Company's stock, (2) Independent Auditor, (3) Company systems and policies
Consolidated Financial Statements: (1) Consolidated Statement of Changes in Net Assets, (2) Notes to Consolidated Financial Statements
Non-Consolidated Financial Statements: (1) Non-Consolidated Statement of Changes in Net Assets,
(2) Notes to Non-Consolidated Financial Statements
These items constitute part of the Consolidated Financial Statements and Non-Consolidated Financial Statements audited by the Independent Auditor in preparing an accounting audit report, and part of the Business Report, Consolidated Financial Statements and Non-Consolidated Financial Statements audited by Audit & Supervisory Board Members in preparing an audit report.
If any revisions are made to the items for which the measures for providing information in electronic format are taken, a statement to that effect as well as information before and after the revisions will be posted on the Company's website and TSE's website.
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Reference Documents for the Annual Shareholders' Meeting
Proposal 1: Appropriation of surplus
The Company proposes the appropriation of surplus as follows:
Matters related to year-end dividend
The Company will pay dividends based on consolidated cash flow and investment status, with a basic policy of "continuously increasing dividends" in consideration of consolidated performance and financial structure, while improving profitability and strengthening the corporate structure. For this fiscal year, the Company proposes a year-end dividend of 40 yen per share, based on consideration of its consolidated results, financial conditions and other matters.
- Type of dividend property Cash
-
Allocation of dividend property and total amount thereof
40 yen per common shares of the Company Total amount of dividends: 4,562,146,800 yen - Effective date of distribution of dividends of surplus June 24, 2024
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[Reference]
Matters relating to shareholder returns
- Shareholder returns policy under the Medium-term Management Plan ACE 2.0 (from fiscal 2021 to fiscal 2025)
The Company resolved at the Board of Directors meeting held on May 8, 2024 to change its shareholder returns policy to "total return ratio of 100%" as a tentative measure for two years until fiscal 2025, which is the final year of ACE 2.0, to achieve ROE of 8.0% or higher, a quantitative target under ACE 2.0.
We will pay dividends based on consolidated cash flow and investment status, with a basic policy of "continuously increasing dividends" in consideration of consolidated performance and financial structure, while improving profitability and strengthening the corporate structure, as set out previously.
We previously set the amount of strategic cross-shareholdings sold during the period of ACE 2.0 as the limitation on the amount of repurchases of treasury stock. However, under the policy above, we will repurchase treasury stock in a flexible manner, while keeping efficiency in mind.
(2) Repurchases of treasury stock
The Company repurchased treasury stock as follows.
Total number of shares acquired | 3,359,600 shares of common shares |
Total value of acquisition value | 7,999,897,300 yen |
Acquisition period | From May 10, 2023 to December 22, 2023 |
Acquisition method | Purchased on the market |
In addition, the Company decided on the repurchase and cancellation of treasury stock at the Board of Directors meeting held on May 8, 2024 as follows.
• Repurchase of treasury stock
5,500,000 shares (maximum) of common shares | |
Total number of shares to be acquired | (4.82% of the total number of issued shares |
(excluding treasury stock)) | |
Total value of shares to be acquired | 10 billion yen (maximum) |
Acquisition period | From May 9, 2024 to October 31, 2024 |
Acquisition method | Purchase from the market |
• Cancellation of treasury stock | |
3,000,000 shares of common shares (2.54% of the | |
Number of shares to be canceled | total number of issued shares (including treasury |
stock)) | |
Date of cancellation | May 31, 2024 |
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Proposal 2: Election of nine (9) Directors
The terms of office of all eight Directors will expire at the conclusion of this meeting. Accordingly, in order to further strengthen the Company's management structure, the proposal is for the election of nine Directors (including three Outside Directors), increasing the number of Directors by one.
In promoting the growth strategy of the ACE 2.0 Medium-term Management Plan aimed at improvement of corporate value, it is necessary for the Company to strengthen Base Areas, led by the chemical industry field, and carry out research and development of distinctive proprietary products and technologies in Growth Areas. In order to realize them, we have added an individual who possesses high-level knowledge of and experience in research and development as well as businesses including the chemical industry field to the candidates. In addition, we reduced the number of Directors to eight Directors (including three Outside Directors) from nine Directors (including three Outside Directors) at the Annual Shareholders' Meeting held on June 20, 2023. Accordingly, the Company requests the election of nine Directors (including three Outside Directors) from the perspectives of promoting management policies and strategies and maintaining a governance system.
The candidates for Directors are as follows:
To increase objectivity and transparency of nominations for Directors and Executive Officers, the Company established a Nomination Committee consisting of a majority of Independent Outside Directors. The aforementioned Nomination Committee is also reviewing the contents of this proposal.
No. | Name | Gender | Position in the Company | ||||
1 | Kenji Asakura | [Reelection] | Male | Representative Director, Chairman | |||
[Inside Director] | |||||||
2 | Hiroyuki Ueshima | [Reelection] | Male | Representative Director, President | |||
[Inside Director] | and CEO | ||||||
3 | Masaya Ikemoto | [Reelection] | Male | Representative Director, Senior | |||
[Inside Director] | Managing Executive Officer | ||||||
4 | Masatoshi Kamada | [Reelection] | Male | Director, Managing Executive | |||
[Inside Director] | Officer | ||||||
5 | Hiroshi Nagase | [Reelection] | Male | Director, Senior Advisor | |||
[Inside Director] | |||||||
[Reelection] | |||||||
6 | Ritsuko Nonomiya | [Outside Director] | Female | Outside Director | |||
[Independent | |||||||
officer] | |||||||
[Reelection] | |||||||
7 | Noriaki Horikiri | [Outside Director] | Male | Outside Director | |||
[Independent | |||||||
officer] | |||||||
[Reelection] | |||||||
8 | Toshiaki Mikoshiba | [Outside Director] | Male | Outside Director | |||
[Independent | |||||||
officer] | |||||||
9 | Tamotsu Isobe | [New election] | Male | Executive Officer | |||
[Inside Director] | |||||||
Attendance of
Board of Directors
meetings
(fiscal year ended
March 31, 2024)
16 out of 16 (100%)
16 out of 16 (100%)
16 out of 16 (100%)
16 out of 16 (100%)
16 out of 16 (100%)
16 out of 16 (100%)
16 out of 16 (100%)
12 out of 12 (100%)
-
Number of other listed companies where concurrent positions are held
1
0
0
0
0
1
1
0
0
Notes:
- The number of the Board of Directors meetings does not include resolutions made in writing. The number of Board of Directors meetings indicated with regard to attendance at meetings by Toshiaki Mikoshiba are the number of meetings since he was elected as Director.
- The number of other listed companies where concurrent positions are held refers to the number of listed companies other than the Company, where the candidate holds a directorial position.
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No. | Name | Career summary, position, responsibilities and | ||
(Date of birth) | significant concurrent positions outside the Company | |||
[Inside Director] [Reelection] | April 1978 | Joined the Company | ||
October 2006 | General Manager of Automotive Solutions Dept. | |||
April 2009 | Executive Officer and General Manager of Automotive | |||
Solutions Dept. | ||||
June 2013 | Director, Executive Officer | |||
April 2015 | Representative Director, President and CEO | |||
Kenji Asakura | April 2023 | Representative Director, Chairman (present position) | ||
1 | (December 11, 1955) | |||
Length of service: 11 years (as of | ||||
[Significant concurrent positions outside the Company] | ||||
conclusion of this meeting) | ||||
Attendance of Board of Directors | Outside Director of Japan Tobacco Inc. | |||
meetings: 16 out of 16 Board of | Reason for nomination as candidate for Director | |||
Directors meetings (100%) | ||||
Kenji Asakura has worked mainly in the electronics & energy, mobility, and | ||||
Number of the Company's shares | ||||
management planning fields since joining the Company and has a character | ||||
held: 31,741 | ||||
suitable as a manager of the Company. In addition, he has served as President | ||||
from 2015 to 2022. In light of his extensive experience in operations and his | ||||
knowledge in overall management in the Company, Mr. Asakura is nominated | ||||
as a candidate for Director. | ||||
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No. | Name | Career summary, position, responsibilities and | ||
(Date of birth) | significant concurrent positions outside the Company | |||
[Inside Director] [Reelection] | April 1988 | Joined the Company | ||
April 2015 | General Manager of Corporate Planning Div. | |||
April 2017 | Executive Officer and General Manager of Corporate Planning | |||
Div. | ||||
October 2017 | Executive Officer and General Manager of Automotive | |||
Solutions Dept. | ||||
Hiroyuki Ueshima | June 2022 | Director, Executive Officer | ||
April 2023 | Representative Director, President and CEO (present position) | |||
(November 5, 1965) | ||||
Length of service: Two years (as of | ||||
conclusion of this meeting) | ||||
[Significant concurrent positions outside the Company] | ||||
Attendance of Board of Directors | ||||
2 | ||||
meetings: 16 out of 16 Board of | None | |||
Directors meetings (100%) | ||||
Reason for nomination as candidate for Director | ||||
Number of the Company's shares | ||||
Hiroyuki Ueshima has worked mainly in the functional materials, electronics | ||||
held: 24,879 | ||||
& energy, mobility, and management planning fields since joining the | ||||
Company, and has a personality suitable for being a part of the Company's | ||||
management team. He was appointed as Representative Director and President | ||||
in April 2023. Since then, he has promoted improvement of the corporate | ||||
value of the Company. He is considered the most qualified person who can | ||||
show leadership towards executing the ACE 2.0 Medium-term | ||||
Management Plan, and achieving sustainable growth of the Group and further | ||||
improvement of the corporate value because he has extensive experience in | ||||
operations and knowledge of overall management. Accordingly, Mr. Ueshima | ||||
is nominated as a candidate for Director. | ||||
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No. | Name | Career summary, position, responsibilities and | ||
(Date of birth) | significant concurrent positions outside the Company | |||
[Inside Director] [Reelection] | April 1984 | Joined the Company | ||
April 2013 | General Manager of Automotive Solutions Dept. | |||
April 2015 | Executive Officer and General Manager of Automotive | |||
Solutions Dept., Manager of Nagoya Branch | ||||
June 2018 | Director, Executive Officer | |||
April 2021 | Representative Director, Managing Executive Officer | |||
Masaya Ikemoto | April 2023 | Representative Director, Senior Managing Executive Officer | ||
(September 20, 1961) | April 2024 | Representative Director, Senior Managing Executive Officer, in | ||
Length of service: Six years (as of | ||||
charge of Corporate Administration (present position) | ||||
conclusion of this meeting) | ||||
3 | Attendance of Board of Directors | |||
meetings: 16 out of 16 Board of | [Significant concurrent positions outside the Company] | |||
Directors meetings (100%) | None | |||
Number of the Company's shares | ||||
Reason for nomination as candidate for Director | ||||
held: 13,174 | ||||
Masaya Ikemoto has worked mainly in the advanced materials & processing, | ||||
electronics & energy, mobility, and management planning fields since joining | ||||
the Company and has a character suitable for being a part of the Company's | ||||
management team. In addition, he was appointed as Director in 2018. Since | ||||
then, he has promoted improvement of the corporate value of the Company as | ||||
an officer mainly in charge of Corporate Administration. In light of his | ||||
extensive experience in operations and his knowledge in overall management, | ||||
Mr. Ikemoto is nominated as a candidate for Director towards the achievement | ||||
of the ACE 2.0 Medium-term Management Plan. | ||||
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No. | Name | Career summary, position, responsibilities and | ||
(Date of birth) | significant concurrent positions outside the Company | |||
[Inside Director] [Reelection] | April 1985 | Joined the Company | ||
April 2011 | General Manager of Electronic Materials Dept. | |||
April 2013 | Executive Officer and General Manager of Electronic Materials | |||
Dept. | ||||
April 2018 | Executive Officer and Greater China CEO | |||
June 2021 | Director, Executive Officer | |||
Masatoshi Kamada | April 2024 | Director, Managing Executive Officer, in charge of Advanced | ||
(August 6, 1961) | Materials & Processing, Electronics & Energy, Mobility, and | |||
Length of service: Three years (as of | Asia (Greater China, ASEAN, India, and Korea) (present | |||
4 | conclusion of this meeting) | position) | ||
Attendance of Board of Directors | ||||
meetings: 16 out of 16 Board of | ||||
[Significant concurrent positions outside the Company] | ||||
Directors meetings (100%) | ||||
Number of the Company's shares | None | |||
held: 15,515 | ||||
Reason for nomination as candidate for Director | ||||
Masatoshi Kamada has worked in the advanced materials & processing, | ||||
electronics & energy, and overseas business fields since joining the Company, | ||||
possesses superb knowledge of and experience in these fields, and has a | ||||
personality suitable for being a part of the Company's management team. In | ||||
light of his management skills gained through various experience, including as | ||||
a China area manager, Mr. Kamada is nominated as a candidate for Director. | ||||
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Nagase & Co. Ltd. published this content on 04 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 June 2024 06:06:35 UTC.