Cover Sheet
Type of Document
Extraordinary Report
Filing Authority
Director of Kanto Local Finance Bureau
Filing Date
June 29, 2022
Company Name
Sumitomo Metal Mining Co., Ltd.
Name and Title of Representative
Akira Nozaki, President and Representative Director
Location of Head Office
11-3, Shimbashi 5-chome,Minato-ku, Tokyo 105-8716, Japan
Contact Telephone Number
03-3436-7704
Name of Contact
Hirohiko Matsushita, General Manager of Legal Dept.
Closest Place of Contact
11-3, Shimbashi 5-chome,Minato-ku, Tokyo 105-8716, Japan
Telephone Number
03-3436-7704
Name of Contact
Hirohiko Matsushita, General Manager of Legal Dept. Places of Public Inspection
Tokyo Stock Exchange Group, Inc.
2-1,Nihombashi-Kabutocho,Chuo-ku, Tokyo 103-8224, Japan Sumitomo Metal Mining Co., Ltd., Osaka Branch
5-33, Kitahama 4-chome,Chuo-ku, Osaka City, Osaka 541-0041, Japan
1 Reason for Filing
At its 97th Ordinary General Shareholders Meeting conducted on June 24, 2022, Sumitomo Metal Mining Co., Ltd. passed a number of resolutions. Accordingly, the Company files this Extraordinary Report in compliance with Article 24-5, Paragraph 4 of the Financial Instruments and Exchange Act and Article 19, Paragraph 2, Item 9-2 of the Cabinet Office Ordinance on Disclosure of Corporate Information.
2 Report
- Date of General Shareholders Meeting June 24, 2022
-
Description of resolutions passed Resolution No.1: Appropriation of surplus
1. Matters pertaining to year-end dividend
- Type of dividend property Cash
- Matters pertaining to allotment of dividend property to shareholders and total
amount thereof
188 yen per share of the Company's common stock
Total amount: | 51,656,657,728 yen |
- Date on which distribution of surplus took effect June 27, 2022
2. Matters pertaining to appropriation of other surplus
- The item of surplus showing a decrease, and the amount thereof
Retained earnings brought forward: | 200,000,000,000 yen |
(2) The item of surplus showing an increase, and the amount thereof | |
General reserve: | 200,000,000,000 yen |
Resolution No.2: Amendment of the Articles of Incorporation
In line with the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022, the Company made the changes to its Articles of Incorporation as the system for providing informational materials for the general meeting of shareholders in electronic format will be introduced.
Resolution No.3: Election of Eight (8) Directors
The following eight individuals were elected to serve as directors: Yoshiaki Nakazato, Akira Nozaki, Toru Higo, Nobuhiro Matsumoto, Takahiro Kanayama, Kazuhisa Nakano, Taeko Ishii and Manabu Kinoshita.
Resolution No.4: Election of One (1) Audit & Supervisory Board member
Tsuyoshi Nozawa was elected to serve as an Audit & Supervisory Board member.
Resolution No.5: Election of One (1) substitute Audit & Supervisory Board member
Kazuhiro Mishina was elected to serve as a substitute Audit & Supervisory Board member.
Resolution No.6: Payment of bonuses to Directors
A total of 243 million yen is to be paid as bonuses to Five (5) Directors, excluding Outside Directors among the Eight (8) Directors who were in office as of the end of the 97th business year (year ended March 31, 2022).
- Number of voting rights for declaration of intent to express approval, disapproval or abstention pertaining to proposals at the General Shareholders Meeting; conditions required for passage of proposed matters; and voting results
Proposal | For | Against | Abstention | Requisites | Approval | Result |
(votes) | (votes) | (votes) | for passage | rate (%) | ||
No.1 | 2,312,433 | 26,457 | 2 | Notes 1 | 98.82 | Passed |
No.2 | 2,337,138 | 1,748 | 2 | Notes 2 | 99.88 | Passed |
No.3 | ||||||
Yoshiaki | 2,171,326 | 163,982 | 3,605 | 92.79 | Passed | |
Nakazato | ||||||
Akira | 2,204,991 | 130,453 | 3,472 | 94.23 | Passed | |
Nozaki | ||||||
Toru | 2,248,285 | 89,439 | 1,189 | 96.08 | Passed | |
Higo | ||||||
Nobuhiro | 2,256,247 | 81,477 | 1,189 | 96.42 | Passed | |
Matsumoto | Notes 3 | |||||
Takahiro | 2,256,134 | 81,590 | 1,189 | 96.42 | Passed | |
Kanayama | ||||||
Kazuhisa | 2,330,577 | 8,168 | 174 | 99.60 | Passed | |
Nakano | ||||||
Taeko | 2,325,167 | 13,749 | 2 | 99.37 | Passed | |
Ishii | ||||||
Manabu | 2,202,173 | 135,549 | 1,189 | 94.11 | Passed | |
Kinoshita | ||||||
No.4 | ||||||
Tsuyoshi | 2,151,113 | 175,341 | 12,425 | Notes 3 | 91.93 | Passed |
Nozawa | ||||||
No.5 | ||||||
Kazuhiro | 2,337,097 | 1,793 | 2 | Notes 3 | 99.88 | Passed |
Mishina | ||||||
No.6 | 2,314,149 | 24,028 | 743 | Notes 1 | 98.90 | Passed |
(Notes)
- Required a majority vote of approval, in terms of number of voting rights, by the shareholders in attendance.
- Required attendance by shareholders representing more than one-third of all eligible voting rights and more than two-thirds vote of approval by those shareholders in attendance.
- Required attendance by shareholders representing more than one-third of all eligible voting rights and a majority vote of approval by those shareholders in attendance.
- Reason for not including part of the number of voting rights of shareholders in attendance at the General Shareholders Meeting into the number of voting rights
Because the total numbers for which approval or disapproval of each proposal by those who exercised their voting rights prior to the Meeting or by part of those in attendance excluding those who were not in the Meeting at the time of voting (they must be exercised by a proxy of shareholder who has submitted the power of attorney or confirmed by a notice of acting representative submitted from an institutional shareholder) satisfied the requisite for passage, thereby resulting in passage of said proposals under application of the Company Law of Japan, the figures shown do not include the voting rights of some shareholders in attendance at the General Shareholders Meeting for whom approval, disapproval or abstention could not be confirmed. In calculating approval percentages, the number of voting rights of shareholders who were in attendance at the General Shareholders Meetings but whose approval, disapproval or abstention could not be confirmed was included in the denominator.
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Sumitomo Metal Mining Co. Ltd. published this content on 29 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 June 2022 08:16:07 UTC.