Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translation and the Japanese original, the Japanese 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 No. 7240)
(Issue Date) June 8, 2023
(Start Date of Electronic Provision Measures) June 6, 2023
To Shareholders
Masao Tsuru
Representative Director, Chief Executive Officer
NOK CORPORATION
12-15,Shiba-Daimon1-chome, Minato Ward, Tokyo
Notice of the 117th Annual Shareholders' Meeting
We are pleased to inform you that the 117th Annual Shareholders' Meeting of NOK CORPORATION will be held as per the schedule given below.
In the course of convening this Annual Shareholders' Meeting, we have taken measures for providing information that constitutes the content of reference materials, etc. for the shareholders' meeting in electronic format by posting it on the following websites. Please visit any of the following websites to familiarize yourself with this electronically provided information.
The Company's website: https://www.nok.co.jp (in Japanese)
(Please visit this website and then click "Investor Relations," "Stock Information," and "Materials of Shareholders Meeting" in that order.)
Dedicated website for Reference Materials for the Annual Shareholders' Meeting: https://d.sokai.jp/7240/teiji/ (in Japanese)
Tokyo Stock Exchange website (TSE Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
(Please visit this website and enter "NOK" into the "Issue name (company name)" field or "7240" into the "Code" field, click "Search," "Basic information," and "Documents for public inspection/PR information" in that order. Under "Filed information available for public inspection," click a button for "Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting.")
If you are unable to attend the meeting in person, you may exercise your right to vote online or in writing. Please review the attached Reference Materials for the Annual Shareholders' Meeting and exercise your voting rights by 5:15 p.m. on Tuesday, June 27, 2023.
- Time: 10:00 a.m., June 28, 2023 (Wednesday)
- Place: Meeting room at the Company's head office
12-15,Shiba-Daimon1-chome, Minato Ward, Tokyo
3. Agenda:
Report
- Business Report, Consolidated Financial Statements and Audit Reports concerning Consolidated Financial Statements by the Independent Auditor and the Board of Corporate Auditors for the 117th Term (April 1, 2022 to March 31, 2023)
- Financial Statements for the 117th Term (April 1, 2022 to March 31, 2023)
Items for Resolution
First Item Appropriation of surplus
Second Item Election of eight (8) Directors
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4. Exercise of voting rights
If you exercise your voting rights both in writing and via the Internet, the vote you cast via the Internet will be considered as the valid exercise of your voting rights.
If you exercise your voting rights via the Internet more than once, your most recent vote will be considered the valid exercise of your voting rights.
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- If you plan to attend the meeting in person, please present the enclosed voting form at the reception desk.
- If electronically provided information is revised, the Company will post a notice of the revisions and the original and revised versions of the information on the websites listed above.
- The Company has attached the Reference Materials for the Annual Shareholders' Meeting to this notice so that you have what you need to check the details of proposals.
-
The physical copies of electronically provided information the Company sends to all shareholders who request them do not include the following information under the provisions of laws and regulations and Article 14-2 of the Articles of Incorporation of the Company.
(i) "System for Ensuring Properness of Operations" for Business Report
(ii) "Consolidated Statement of Changes in Net Assets" and "Notes to Consolidated Financial Statements" in the Consolidated Financial Statements
(iii) "Statement of Changes in Net Assets" and "Notes to Financial Statements" in the Financial Statements
In the course of preparing their Audit Report Concerning Financial Statements and Audit Report, the Independent Auditor and Corporate Auditors audited the three items listed above in addition to the documents listed in the business report and consolidated and non-consolidated financial statements. - Please note that you may be refused entry into the meeting venue if you show fever symptoms or seem unwell.
- No gifts will be distributed at this Annual Shareholders' Meeting.
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Reference Materials for the Annual Shareholders' Meeting
First Item: Appropriation of surplus
We propose to appropriate surplus as follows.
Matters concerning year-end dividends
Regarding the year-end dividend for this fiscal year, we believe that it is important, in principle, to maintain stable dividend payments at appropriate levels in response to our mid- to long-term performance, while retaining a sufficient amount of reserves to prepare for future business expansion and strengthen our financial foundation is equally important. Therefore, we will determine the year-end dividend after taking these factors into overall consideration. Additionally, the new Medium-Term Management Plan covering April 1, 2023 to March 31, 2026 includes a dividend policy that calls for a dividend on equity (DOE) ratio of at least 2.5%. The Board of Directors decided on this policy at their meeting on April 19, 2023 in order to enhance shareholder returns.
After taking this basic policy for profit sharing and other factors into overall consideration, we propose to pay dividends as follows:
- Type of dividend property: monetary dividends
- Matters concerning assignment of dividend property to shareholders and amounts thereof
¥50.00 per common share Total sum: ¥8,652,940,300
As ¥25.00 per share was paid as an interim dividend, total dividends per share for this fiscal year will be ¥75.
- Date from which dividends from surplus come into effect June 29, 2023
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Second Item: Election of eight (8) Directors
The terms of office for the current nine (9) Directors will expire at the conclusion of the 117th Annual Shareholders' Meeting. Accordingly, the Company requests shareholder approval for the election of eight (8) Directors (including three (3) Outside Directors).
The candidates for Directors are as follows:
Number of | ||||
Candidate | Attribute of | Current Positions and Responsibilities in the | attendance at | |
Name | the Board of | |||
No. | Candidate | Company | Directors | |
meetings | ||||
(FY2022) | ||||
1 | Masato Tsuru | Reappointed | Representative Director, Chairman of the Board | 12/12 |
candidate | (100%) | |||
2 | Masao Tsuru | Reappointed | Representative Director, Chief Executive | 12/12 |
candidate | Officer | (100%) | ||
3 | Yasuhiko Kuroki | Reappointed | Representative Director, Senior Executive | 12/12 |
Officer in charge of Corporate Sales & | ||||
candidate | (100%) | |||
Marketing | ||||
Reappointed | Director, Executive Operating Officer | 12/12 | ||
4 | Akira Watanabe | General Manager, Corporate Finance & | ||
candidate | (100%) | |||
Accounting Office | ||||
Director, Executive Operating Officer | 12/12 | |||
5 | Junichi Orita | Reappointed | General Manager, Corporate Business Strategy | |
candidate | ||||
Office and Corporate Environmental | (100%) | |||
Management Office | ||||
Reappointed | ||||
6 | Kensaku Hogen | candidate | Outside Director | 12/12 |
[Outside Director] | (100%) | |||
[Independent | ||||
Director] | ||||
Reappointed | ||||
7 | Makoto Fujioka | candidate | Outside Director | 12/12 |
[Outside Director] | (100%) | |||
[Independent | ||||
Director] | ||||
Reappointed | ||||
8 | Naoki Shimada | candidate | Outside Director | 9/9 |
[Outside Director] | (100%) | |||
[Independent | ||||
Director] |
Reappointed candidate: Candidate for reelection as Director
Outside Director: Candidate for Outside Director
Independent Director: Independent Director stipulated by the Tokyo Stock Exchange
(Note) Since the candidate Mr. Naoki Shimada was newly elected as Director at the 116th Annual Shareholders' Meeting held on June 24, 2022, the number of the Board of Directors meetings for him is different from that of the other candidates.
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Candidate | Name | Brief Personal History, and Position and Area of Responsibility at the Company | Number of the | |
Company's | ||||
No. | (Date of Birth) | (Significant Concurrent Positions) | ||
Shares Held | ||||
March 1973 | Joined NOK Corporation | |||
June 1977 | MBA, Harvard Business School | |||
February 1978 | Deputy General Manager, Corporate Finance & Accounting Office, | |||
and Deputy General Manager, Planning Division, NOK Corporation | ||||
June 1979 | Director, NOK Corporation | |||
June 1981 | Managing Director, NOK Corporation | |||
June 1981 | General Manager, Corporate Finance & Accounting Office, and | |||
Deputy General Manager, Planning Division, NOK Corporation | ||||
April 1982 | General Manager, Corporate Finance & Accounting Office, and | |||
General Manager, Planning Division, NOK Corporation | ||||
July 1982 | General Manager, Corporate Finance & Accounting Office, General | |||
Reappointed candidate | Manager, Planning Division, and General Manager, Personnel | |||
Division, NOK Corporation | 417,100 | |||
Masato Tsuru | June 1983 | Senior Managing Director, NOK Corporation | ||
shares | ||||
June 1985 | President and Representative Director, NOK Corporation | |||
(January 11, 1948) | ||||
June 1989 | Chairman of the Board, President and Representative Director, | |||
1 | NOK Corporation | |||
April 2018 | Representative Director, Chairman of the Board, | |||
NOK Corporation (incumbent) | ||||
Significant concurrent positions | ||||
Representative Director, Chairman of the Board, Nippon Mektron, Ltd.* | ||||
Representative Director, Chairman of the Board, NOK Klüber Co., Ltd.* | ||||
Representative Director, Chairman of the Board, Unimatec Co., Ltd.* | ||||
Chairman of the Board & Representative Director, Seiwa Jisho Co., Ltd. | ||||
* Scheduled to retire from these positions at the conclusion of the respective | ||||
companies' ordinary general meetings of shareholders scheduled to be held on June | ||||
26, 2023. | ||||
Reasons for nomination as | a candidate for Director | |||
We propose that Mr. Masato Tsuru be re-elected as a Director because we have decided that he is able to execute his duties by | ||||
appropriately making comprehensive managerial judgments and decisions with an overarching view of the NOK Group, as well as | ||||
performing supervision of management objectively. We believe he can do so based on his experience of being involved in management | ||||
in a wide range of areas, such as corporate finance & accounting division and planning division, and his extensive experience and | ||||
achievements as a business manager. | ||||
April 2005 | Joined NOK Corporation | |||
May 2009 | MBA, McDonough School of Business, Georgetown University | |||
April 2015 | Department Manager, Corporate Planning Department, Corporate | |||
Planning Office, NOK Corporation | ||||
April 2017 | Operating Officer, NOK Corporation | |||
April 2017 | Deputy General Manager, Corporate Planning Office, NOK | |||
Corporation | ||||
June 2018 | President and Representative Director, NOK Klüber Co., Ltd. | |||
April 2020 | Representative Director, NOK Klüber Co., Ltd. | |||
April 2020 | Senior Operating Officer, NOK Corporation | |||
Reappointed candidate | April 2020 | General Manager, Corporate Business Strategy Office, NOK | ||
Corporation | ||||
Masao Tsuru | June 2020 | Director, NOK Corporation | 81,100 | |
June 2020 | Senior Managing Director, NOK Corporation | shares | ||
(June 13, 1980) | April 2021 | President and Representative Director, NOK Corporation | ||
2 | June 2022 | Representative Director, Chief Executive Officer, NOK Corporation | ||
(incumbent) | ||||
Significant concurrent positions | ||||
Chairman of the Board & Director, NOK-Freudenberg Singapore Pte. Ltd. | ||||
Representative Director, Seiwa Jisho Co., Ltd. | ||||
* Scheduled to be appointed to these positions by the respective companies' boards of | ||||
directors and ordinary general meetings of shareholders scheduled to be held on | ||||
June 26, 2023. | ||||
Representative Director, Chairman of the Board, Nippon Mektron, Ltd. | ||||
Representative Director, Chairman of the Board, NOK Klüber Co., Ltd. | ||||
Representative Director, Chairman of the Board, Unimatec Co., Ltd. | ||||
Reasons for nomination as | a candidate for Director | |||
We propose that Mr. Masao Tsuru be re-elected as a Director because we have decided that he is able to execute his duties by | ||||
appropriately making comprehensive managerial judgments and decisions for the entire NOK Group, as well as exercise supervision of | ||||
management objectively. We believe he can do so based on his experience of being involved in the Company's corporate planning | ||||
division and managing NOK Klüber Co., Ltd., as well as his wealth of experience and track record in a wide range of management | ||||
areas. |
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Nok Corporation published this content on 06 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 June 2023 15:02:02 UTC.