NISSAN CHEMICAL CORPORATION This document has partly been translated from 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. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.
Securities Code: 4021
Date of issuance: June 6, 2023
Start date of measures for electronic provision: May 31, 2023
To Those Shareholders with Voting Rights
YAGI Shinsuke
Representative Director,
President & COO
Nissan Chemical Corporation
5-1, Nihonbashi 2-chome,Chuo-ku,
Tokyo, Japan
NOTICE OF THE CONVOCATION OF
THE 153rd ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 153rd Ordinary General Meeting of Shareholders of Nissan Chemical Corporation (the "Company"). The meeting will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for providing information in electronic format, and according to the stipulations of Article 325-3 of the Companies Act, the items subject to measures for electronic provision are provided on the Company's website, and we ask that you please confirm these items by accessing the Company's website below.
The Company's website:
https://www.nissanchem.co.jp/ir_info/library/general_meeting.html (in Japanese)
In addition to posting items subject to measures for electronic provision on the website above, the Company also provides this information on the website of Tokyo Stock Exchange, Inc. (TSE). If you are unable to view the items subject to measures for electronic provision on the Company's website, access the TSE website below, enter and search for the issue name "Nissan Chemical" or the securities code (4021), click "Basic information (基本情 報)," and select "Documents for public inspection/PR information (縦覧書類／PR 情報)" to view the information provided on the website's "Notice of General Shareholders Meeting" webpage.
TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
If you do not attend the meeting in person, you can exercise your voting rights by either of the following means. Please review the Reference Documents for the General Meeting of Shareholders, and exercise your voting rights.
Exercise of Voting Rights in Writing (by Post)
Please indicate your votes for or against the proposals on the enclosed Voting Rights Exercise Form and return it to the Company, ensuring that the form reaches us by 5:40 p.m., Tuesday, June 27, 2023 (Japan Time).
Exercise of Voting Rights via the Internet, etc.
Please access the website for exercising voting rights as indicated in the enclosed Voting Rights Exercise Form and exercise your voting rights by 5:40 p.m., Tuesday, June 27, 2023 (Japan Time).
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1. Date and Time: Wednesday, June 28, 2023 at 10:00 a.m. (Reception starts at 9:15 a.m.)
2. Place: | Josui Kaikan, 2F, Star Hall |
1-1, Hitotsubashi 2-chome,Chiyoda-ku, Tokyo, Japan |
3. Agenda of the Meeting:
Matters to be reported: 1. The Business Report and the Consolidated Financial Statements for the 153rd
fiscal year (from April 1, 2022 to March 31, 2023) and results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board
2. The Non-Consolidated Financial Statements for the 153rd fiscal year (from April 1, 2022 to March 31, 2023)
Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Ten (10) Directors
- For those attending the meeting, please present the enclosed Voting Rights Exercise Form at the reception desk on arrival.
- Of the items to be listed on the form of items subject to measures for electronic provision, regarding the "System for Ensuring the Appropriate Operations and Summary of the Operating Conditions of the System" in the Business Report, the "Consolidated Statements of Changes in Net Assets" and "Notes to Consolidated Financial Statements" in the Consolidated Financial Statements, and the "Non-Consolidated Statements of Changes in Net Assets" and "Notes to Non-Consolidated Financial Statements" in the Non-Consolidated Financial Statements (hereinafter, "Items Omitted from Documents Provided"), based on laws and regulations and Paragraph 2, Article 19 of the Company's Articles of Incorporation, because these items have been provided on the Company's website, they are not listed on the paper-based documents delivered to shareholders requesting the delivery of paper-based documents. Furthermore, the above items posted on the Company's website are included in the scope of auditing when audit reports are prepared by the Audit & Supervisory Board and the Accounting Auditor.
- 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 websites provided on page 1.
- Institutional investors may use the Electronic Voting Rights Exercise Platform operated by ICJ, Inc.
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Reference Documents for the General Meeting of Shareholders
Proposal No. 1: Appropriation of Surplus
The Company upholds the basic policy of working to improve corporate value from a medium- to long-term viewpoint and providing return of its profits to the shareholders.
After taking into consideration such factors as operating performance, business environment and preparation for future business development, the Company proposes the year-end dividend for the 153rd fiscal year as follows.
- Type of dividend property Cash
-
Matters related to distribution of dividend property and the total amount The Company proposes to pay ¥94 per common share of the Company. Under this proposal, the total amount of dividends paid is ¥13,199,802,232.
As the Company paid an interim dividend of ¥70 per share, the annual dividend for the 153rd fiscal year is ¥164 per share. - Effective date of the distribution of surplus
June 29, 2023
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Proposal No. 2: Election of Ten (10) Directors
The terms of office of all ten (10) Directors will expire at the conclusion of this Ordinary General Meeting of Shareholders. Accordingly, the election of ten (10) Directors, including four (4) Outside Directors, is proposed.
The selection of Director candidates is made based on the report of the Nomination and Remuneration Advisory Committee, a majority of whose members are independent Outside Directors.
The candidates for Directors are as follows:
Candi- | Position/responsibilities in the | ||||||||
date | Name | Gender | Attribute | ||||||
Company | |||||||||
No. | |||||||||
Representative Director, Chairman | |||||||||
1 | KINOSHITA Kojiro | Male | & CEO | ||||||
Reelection | |||||||||
Nomination and Remuneration | |||||||||
Advisory Committee chair | |||||||||
Representative Director, President | |||||||||
2 | YAGI Shinsuke | Male | & COO | ||||||
Reelection | |||||||||
Nomination and Remuneration | |||||||||
Advisory Committee member | |||||||||
Director, Senior Executive Vice | |||||||||
President | |||||||||
Life Science Business Field, and | |||||||||
3 | HONDA Takashi | Male | Research & Development of Life | Reelection | |||||
Science Field | |||||||||
Intellectual Property Department | |||||||||
and Purchasing Department | |||||||||
Director, Senior Managing | |||||||||
Executive Officer | |||||||||
4 | ISHIKAWA Motoaki | Male | Head of Performance Materials | ||||||
Reelection | |||||||||
Division | |||||||||
Research & Development of | |||||||||
Performance Materials Field | |||||||||
Director, Senior Managing | |||||||||
Executive Officer, CFO | |||||||||
Head of Sustainability Promotion | |||||||||
& IR Department | |||||||||
5 | DAIMON Hideki | Male | Finance & Accounting | ||||||
Reelection | |||||||||
Department, | |||||||||
Digital Transformation | |||||||||
Department, and Environment, | |||||||||
Safety & Quality Assurance | |||||||||
Department | |||||||||
Director, Managing Executive | |||||||||
Officer, CRO | |||||||||
Head of Corporate Planning | |||||||||
6 | MATSUOKA Takeshi | Male | Department | Reelection | |||||
Internal Audit Department, | |||||||||
Chemicals Division, and Personnel | |||||||||
Department | |||||||||
Outside Director | |||||||||
7 | OBAYASHI Hidehito | Male | Nomination and Remuneration | Reelection | Outside | Independent | |||
Advisory Committee member | Director | Officer | |||||||
4
Candi- | Position/responsibilities in the | |||
date | Name | Gender | Attribute | |
Company | ||||
No. | ||||
Outside Director | |||||||||
8 | KATAOKA Kazunori | Male | Nomination and Remuneration | Reelection | Outside | Independent | |||
Director | Officer | ||||||||
Advisory Committee member | |||||||||
Outside Director | |||||||||
9 | NAKAGAWA Miyuki | Female | Nomination and Remuneration | Reelection | Outside | Independent | |||
Advisory Committee member | Director | Officer | |||||||
10 | TAKEOKA Yuko | Female | New | Outside | Independent | ||||
Candidate | Director | Officer |
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Nissan Chemical Corporation published this content on 31 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 May 2023 00:18:15 UTC.
