[Translation]
Securities code: 5975 June 5, 2024
To: Shareholders
Yutaka Yamamoto,
Representative Director and President
12-2, Nihonbashi 3-chome,Chuo-ku, Tokyo
NOTICE OF CONVOCATION OF
THE 129TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially informed that the 129th Ordinary General Meeting of Shareholders ("Meeting") of Topre Corporation (the "Company") will be held as detailed below.
We would like to express our deepest sympathies to those of you who have suffered from the 2024 Noto Peninsula Earthquake and sincerely wish for a speedy recovery.
Since you may exercise your voting rights for the Meeting in advance in writing, online, or by other means instead of attending the Meeting in person, we recommend that you read the "Reference Documents for the General Meeting of Shareholders" and exercise your voting rights in accordance with the "Guide to Exercise of Voting Rights."
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Date and time | 10:00 a.m., Wednesday, June 26, 2024 (reception starts at 9:00 a.m.) |
Place | KKR Hotel Tokyo, 10th floor, Zuiho |
4-1, Otemachi 1-chome,Chiyoda-ku, Tokyo | |
(For directions, please refer to the map provided at the end of this Notice of | |
Convocation.) | |
Purpose | |
Matters to be | 1. The Business Report, the Consolidated Financial Statements for the 129th |
Reported | Term (from April 1, 2023 to March 31, 2024) and Audit Reports by the |
Independent Auditor and the Board of Auditors on the Consolidated | |
Financial Statements | |
2. The Financial Statements for the 129th Term (from April 1, 2023 to March | |
31, 2024) |
Matters to be Voted on
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Appointment of six (6) Directors
Proposal No. 3: Partial Amendment of Particulars of Performance-Based Stock Compensation Plan for Directors
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■ | Matters | To convene the Meeting, we take measures to provide the information in the |
2 | ||
Regarding | Reference Documents for a General Meeting of Shareholders and the related | |
Provision in | documents (i.e., electronic provision measures matters) in electronic format, | |
Electronic | and post it on each of the following websites. Therefore, please access any of | |
Format | the websites and review it. | |
https://www.topre.co.jp/en/ir/meeting.html | ||
Please access the website above, select the "notice of convocation," and review | ||
it. |
Please access the website above and review it.
□● If you attend the Meeting in person, please present the Form for Exercising Voting Rights at the reception desk.
□● If there are any revisions to the electronic provision measures matters, the fact thereof, the matters prior to revision, and the revised matters will be posted on each of the websites above.
□● The Business briefing session which used to be held after the Meeting will not be held, and we will also refrain from offering gifts. We would appreciate your understanding.
□● For shareholders who exercised voting rights online in advance, regardless of whether for or against the proposals, we will present electronic gifts (equivalent to 500 yen) to 100 persons chosen by lottery.
If you consent to the information on the screen displayed after exercising voting rights, you will be transferred to a gift application site. Please fill in the required information to apply. Notifications will be sent to those selected as winners by the lottery approximately two weeks after the Meeting. Please select the gifts you would like to receive on the gift reception site.
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Guide to Exercise of Voting Rights
Voting rights may be exercised using one of the following three methods.
Attending the General Meeting of Shareholders
Please present the Voting Form to the reception desk.
Date and
time
Place
10:00 a.m., Wednesday, June 26, 2024 (reception starts at 9:00 a.m.)
KKR Hotel Tokyo, 10th floor, Zuiho
4-1, Otemachi 1-chome,Chiyoda-ku, Tokyo
(For directions, please refer to the map provided at the end of this Notice of Convocation.)
Voting in writing (by mail)
Please indicate agree or disagree on the proposals and mail the form; no stamp is needed.
If you do not indicate whether you agree or disagree, we will treat it as a manifestation of your intention to agree.
Exercise | Forms must be received by 5:30 p.m., Tuesday, June 25, 2024 |
deadline | |
Voting online or by other means
Please access the voting website (http://evote.tr.mufg.jp/) using your computer or smartphone, enter your "Login ID" and "Temporary Password" indicated on the Voting Form, and vote agree or disagree on the proposals by following the instructions on the screen.
Exercise | Voting must be completed by 5:30 p.m., Tuesday, June 25, 2024 |
deadline | |
If you vote more than once, the last vote will be deemed the valid vote. When you vote in duplicate using both a computer and a smartphone, the last vote will be deemed valid. When you vote in duplicate both in writing and online or by other means, the online vote or vote by other means will be deemed valid.
To institutional investors:
The Company participates in the electronic voting platform for Institutional Investors operated by ICJ,
Inc.
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Guide to Exercise of Voting Rights Online or by Other Means
By Scanning Your QR Code
You can log in to the voting website without entering your Login ID and Temporary Password indicated on the duplicate form of the Voting Form.
1. Please scan the QR code on the bottom right of the Voting Form.
By Entering Your Login ID and Temporary
Password
Voting website:https://evote.tr.mufg.jp/
- Please access the voting website.
- Please enter the Login ID and Temporary Password indicated on the Voting Form and click on "Login".
Enter your Login ID and Temporary Password
Click on "Login"
- QR code is a registered trademark of Denso Wave Inc.
2. Please follow the instructions on the screen and enter your vote for or against the proposal.
3. Please follow the instructions on the screen and enter your vote for or against the proposal.
*The operation screen is for illustration purposes only.
Mitsubishi UFJ Trust and Banking Corporation | |
For questions regarding the exercise of the voting | Security Representative Services Department |
rights online-that is, by computer or smartphone- | Helpdesk |
-please contact: | 0120-173-027 |
(Toll free: Hours: 9 a.m. to 9 p.m.) |
Institutional investors can use the electronic voting platform for Institutional Investors operated by ICJ, Inc.
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Reference Documents for the General Meeting of Shareholders
Proposal No. 1
Appropriation of Surplus
The Company proposes to appropriate surplus as follows.
Re: Term-end dividends
Taking into account performance in the term under review and in recent years as well as business development going forward and the strengthening of our management structure, we propose to distribute the 129th Term term-end dividends as follows:
Type of property to be distributed
Cash
30 yen per common share of the Company. | |||
Matters relating to allotment of | The total amount of dividends will be | ||
dividends to shareholders and total | 1,541,252,760 yen. | ||
amount | Annual dividends including interim dividends (25 | ||
yen per share) will be 55 yen per share. | |||
The date dividends of surplus come | June 27, 2024 | ||
into effect | |||
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Proposal No. 2
Appointment of Six (6) Directors
At the end of the Meeting, the term of office of all nine directors will expire. Therefore, in order to speed up decision-making by directors, the Company will decrease the number of directors by three; thus, we would like to appoint six (6) directors in total, consisting of three (3) inside directors and three
(3) outside directors.
The director candidates are as follows:
Number | |||||
Name | Work history, positions, responsibilities, and major | of | |||
Candidate number | Company | ||||
(Date of birth) | position(s) concurrently held | ||||
shares | |||||
held | |||||
April 1984 | Joined the Company | ||||
May 2010 | The Company, Auto Parts Engineering | ||||
Div. Sagamihara Plant Manager and | |||||
Hiroshima Plant Manager | |||||
July 2010 | The Company, Auto Parts Engineering | ||||
Div. Sagamihara Plant Manager | |||||
June 2011 | The Company, Purchasing Headquarters | ||||
Purchase Manager | |||||
June 2014 | The Company, Director | ||||
June 2015 | Tokyo Metal Pack Co., Ltd., | ||||
Reappointed | |||||
Representative Director and President | |||||
Yutaka | June 2016 | ||||
The Company, Product Business Dept., | |||||
1 | Yamamoto | 15,100 | |||
Air- Conditioning Equipment Div. | |||||
(March 10, | |||||
Manager | |||||
1962) | |||||
The Company, Product Business Dept., | |||||
Electronic Equipment Div. Manager | |||||
June 2018 | The Company, Executive Managing | ||||
Director | |||||
The Company, Product Business Dept., | |||||
General Manager | |||||
June 2020 | The Company, Administrative | ||||
Headquarters General Manager | |||||
June 2022 | The Company, Representative Director and | ||||
President (present) |
Reasons for appointment: Mr. Yutaka Yamamoto is well-versed in plant administration in the Auto Parts Division, Purchasing Division administration, and administration of air-conditioning equipment, electronic equipment, and other administrative matters in the Product Business Division, and since June 2014 has engaged in corporate management as a director. In June 2016, he became the Manager of the Air- Conditioning Equipment Division and Electronic Equipment Div. Manager, and led the Company's Product Business Division and contributed to improvement of the division's performance. From June 2020, while serving as the General Manager of Administrative Headquarters, he demonstrated the appropriate ability to execute and supervise administration through general management. Since June 2022, he has served as the Representative Director and President and as the chairperson of the Board of Directors, and has led the management of the Company. For the foregoing reasons, the Company would like him to continue as a director.
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Number | ||||
Name | Work history, positions, responsibilities, and major | of | ||
Candidate number | Company | |||
(Date of birth) | position(s) concurrently held | |||
shares | ||||
held | ||||
April 1977 | Joined the Company | |||
July 2001 | The Company, Cold Storage Equipment | |||
Div. Tochigi Plant Manager | ||||
June 2006 | Tokyo Kinzoku Industry Co., Ltd., | |||
Representative Director and President | ||||
(resigned in December 2011) | ||||
April 2007 | The Company, Cold Storage Equipment | |||
Div. Tochigi Plant Manager | ||||
December 2011 | The Company, Cold Storage Equipment | |||
Div. | ||||
Hiroshima Plant Manager and Auto Parts | ||||
Engineering Div. Hiroshima Plant Manager | ||||
April 2013 | The Company, Merchandise Headquarters | |||
Reappointed | ||||
Cold Storage Equipment Div. Tochigi | ||||
2 | Katsuro Harata | 31,800 | ||
Plant Manager | ||||
(May 31, 1958) | ||||
June 2013 | Tokyo Kinzoku Industry Co., Ltd., | |||
Representative Director and President | ||||
June 2016 | The Company, Director | |||
The Company, Product Business Dept. | ||||
Cold Storage Equipment Div., Deputy | ||||
Manager | ||||
April 2017 | The Company, Product Business Dept. | |||
Cold Storage Equipment Div. Manager | ||||
(present) | ||||
June 2020 | The Company, Executive Managing | |||
Director (present) | ||||
The Company, Product Business | ||||
Headquarters General Manager (present) |
Reasons for appointment: Mr. Katsuro Harata has served as the Tochigi Plant Manager and Hiroshima Plant Manager for the cold storage equipment division of the Company, is well-versed in the refrigerated vehicle business of the Company, and has engaged in corporate management as a director since June 2016 and as an executive managing director since June 2020. He is currently the General Manager of the Product Business Headquarters, where he has responded quickly to recent environmental changes in the refrigerated vehicle market and has led the division of this business. For the foregoing reasons, the Company would like him to continue as a director.
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Number | |||||
Name | Work history, positions, responsibilities, and major | of | |||
Candidate number | Company | ||||
(Date of birth) | position(s) concurrently held | ||||
shares | |||||
held | |||||
April 1984 | Joined the Company | ||||
April 2006 | The Company, General Affairs Manager | ||||
and Secretariat Office Manager | |||||
June 2010 | The Company, Director | ||||
June 2011 | The Company, General Affairs and Human | ||||
Resources Manager and Secretariat Office | |||||
Manager | |||||
The Company, Foreign Operations Dept. | |||||
Asia Manager | |||||
Reappointed | February 2012 | TOPRE (XIANGYANG) AUTOPARTS | |||
3 | Yoshinori | CORPORATION, Chairman | 32,300 | ||
Tsuyuki | April 2013 | The Company, General Affairs and Human | |||
(June 9, 1960) | |||||
Resources Manager and Human Resource | |||||
Development General Manager | |||||
June 2014 | TOPRE (FOSHAN) AUTOPARTS | ||||
CORPORATION, Chairman and President | |||||
October 2017 | The Company, Purchasing Headquarters | ||||
General Manager (present) | |||||
June 2022 | The Company, Executive Managing | ||||
Director (present) | |||||
The Company, General Manager of | |||||
Administrative Headquarters (present) |
Reasons for appointment: Mr. Yoshinori Tsuyuki has held the positions of General Affairs Manager and Secretariat Office Manager, and has engaged in corporate management as a director since June 2010 and as an executive managing director since June 2022. In June 2014, he became the Chairman and President of TOPRE (FOSHAN) AUTOPARTS CORPORATION, a consolidated subsidiary, and gained experience and knowledge as a corporate manager. For the foregoing reasons, the Company would like him to continue as a director.
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Number | |||||||
Name | Work history, positions, responsibilities, and major | of | |||||
Candidate number | Company | ||||||
(Date of birth) | position(s) concurrently held | ||||||
shares | |||||||
held | |||||||
April 2000 | Admitted as an attorney | ||||||
Joined Torikai Law Office | |||||||
May 2007 | Maruetsu Inc., Outside Auditor (present) | ||||||
June 2007 | The Company, Outside Auditor | ||||||
June 2015 | The Company, Outside Director (present) | ||||||
January 2016 | Established Wadakura Gate Law Office | ||||||
(present) | |||||||
Reappointed | November 2018 | Armure Blanc. Inc. Outside Director | |||||
(present) | |||||||
Outside director | |||||||
March 2020 | IP Dream Inc., Outside Director (present) | 0 | |||||
4 | Independent | ||||||
March 2021 | Noritsu Koki Co., Ltd., Outside Director | ||||||
Tsuyoshi Takada | |||||||
(present) | |||||||
(July 28, 1972) | |||||||
June 2022 | OpenDoor Inc., Outside Director (present) | ||||||
(Major position(s) concurrently held) | |||||||
Wadakura Gate Law Office, Representative Partner and Attorney | |||||||
Maruetsu Inc., Outside Auditor | |||||||
Armure Blanc. Inc., Outside Director | |||||||
IP Dream Inc., Outside Director | |||||||
Noritsu Koki Co., Ltd., Outside Director | |||||||
OpenDoor Inc., Outside Director |
Reasons for appointment and expected roles: Mr. Tsuyoshi Takada brings the professional perspective of an attorney and has strong knowledge about corporate legal affairs; at Board of Directors meetings we expect him to monitor management by expressing opinions from an objective and neutral standpoint, independent from the other executive officers of the Company. Although he has never been involved in the management of a company other than becoming an outside officer, for the foregoing reasons, for the sustained enhancement of the corporate value of the Company, the Company has determined that he is an appropriate appointment and would like him to continue as an outside director.
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Number | |||||||||
Name | Work history, positions, responsibilities, and major | of | |||||||
Candidate number | Company | ||||||||
(Date of birth) | position(s) concurrently held | ||||||||
shares | |||||||||
held | |||||||||
April 1989 | Joined The Dai-Ichi Kangyo Bank, Ltd. | ||||||||
(currently Mizuho Bank, Ltd.) | |||||||||
December 1991 | Joined Grant Thornton Taiyo Inc. | ||||||||
(currently Grant Thornton Taiyo | |||||||||
Accounting Service Inc.) | |||||||||
August 1992 | Registered as a certified public accountant | ||||||||
April 2007 | Grant Thornton Taiyo ASG Inc. | ||||||||
(currently Grant Thornton Taiyo | |||||||||
Accounting Service Inc.), | |||||||||
Representative Member | |||||||||
Reappointed | October 2008 | Avantia GP, Representative (present) | |||||||
April 2010 | Center for National University Finance | ||||||||
Outside director | |||||||||
and Management (currently | National | ||||||||
Independent | |||||||||
Institution | for Academic | Degrees and | |||||||
5 | 0 | ||||||||
Naoshi | Quality | Enhancement | of | Higher | |||||
Ogasawara | Education), Auditor (present) | ||||||||
(August | June 2016 | Tsuzuki Denki Co., Ltd., Outside Auditor | |||||||
19, 1965) | The Company, Outside Director (present) | ||||||||
March 2022 | Nikkiso Co., Ltd., Outside Auditor | ||||||||
(present) | |||||||||
June 2022 | Tsuzuki Denki Co., Ltd., Outside Director | ||||||||
(present) | |||||||||
(Major position(s) concurrently held) | |||||||||
Avantia GP, Representative | |||||||||
National Institution for Academic Degrees and Quality | |||||||||
Enhancement of Higher Education, Auditor | |||||||||
Tsuzuki Denki Co., Ltd., Outside Director | |||||||||
Nikkiso Co., Ltd., Outside Auditor |
Reasons for appointment and expected roles: Mr. Naoshi Ogasawara has a wealth of experience and strong knowledge relating to finance and accounting, which he cultivated as a certified public accountant; at Board of Director meetings we expect him to monitor management by expressing opinions from an objective and neutral standpoint independent from the other executive officers of the Company. Although he has never been involved in the management of a company other than becoming an outside officer, for the foregoing reasons, for the sustained enhancement of the corporate value of the Company, the Company has determined that he is an appropriate appointment and would like him to continue as an outside director.
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Topre Corporation published this content on 04 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 June 2024 15:03:06 UTC.