Note: This document has been translated from a part of 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.
(Stock code: 8273) May 8, 2023 Start date of measures for electronic provision: April 28, 2023
To our shareholders:
Yasuaki Yamanishi
President and Representative Director
IZUMI CO., LTD.
3-3-1 Futabanosato, Higashi-ku, Hiroshima, Japan
Notice of the 62nd Annual General Meeting of Shareholders
We are pleased to announce the 62nd Annual General Meeting of Shareholders of IZUMI CO., LTD. (the "Company"), which will be held as indicated below.
When convening this general meeting of shareholders, the Company takes measures for providing information in electronic format, and the matters subject to measures for electronic provision are posted on the following website.
The Company's website:
https://www.izumi.co.jp/corp/ir/fi_shareholder.html (in Japanese) In addition, they are also posted on the following website.
Tokyo Stock Exchange, Inc. website: https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
Access the website by using the internet address shown above, enter "IZUMI" in "Issue name (company name)" or the Company's securities code "8273" in "Code," and click "Search." Then, click "Basic information" and select "Documents for public inspection/PR information."
Instead of attending the meeting in person, you may exercise your voting rights either in writing or on the Internet. Please review the following Reference Document for the General Meeting of Shareholders provided in the matters subject to measures for electronic provision, and exercise your voting rights by 6:00 p.m. on Tuesday, May 23, 2023 (JST).
- Date and Time: Wednesday, May 24, 2023, at 10:00 a.m. (JST) (reception starts at 9:00 a.m.)
- Venue: 6th Floor, youme Hall, Head office of the Company
3-3-1 Futabanosato, Higashi-ku, Hiroshima, Japan
3. Purpose of the Meeting Matters to be reported:
- The Business Report and the Consolidated Financial Statements for the 62nd fiscal year (from March 1, 2022 to February 28, 2023), and the results of audits of the Consolidated Financial Statements by the Financial Auditor and the Audit & Supervisory Board
- The Non-consolidated Financial Statements for the 62nd fiscal year (from March 1, 2022 to February 28, 2023)
Matters to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Eight Directors
Proposal No. 3: Election of One Audit & Supervisory Board Member
- If you will attend the meeting, please submit the enclosed voting form at the reception desk of the General Meeting of Shareholders.
- If no indication is made in the voting form, the vote shall be deemed as an intention of approval.
- In accordance with the provisions of laws and regulations and Article 13 of the Articles of Incorporation of the Company, the following matters are not provided in the paper-based documents delivered to shareholders who have made a request for delivery of such documents. Accordingly, these documents are part of the documents included in the scope of audits by the Audit & Supervisory Board Members and the Financial Auditor when they create their respective audit reports.
- Consolidated Statement of Changes in Net Assets
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- Notes to Consolidated Financial Statements
- Non-consolidatedStatement of Changes in Net Assets
- Notes to Non-consolidated Financial Statements
* If revisions to the matters subject to measures for electronic provision arise, the details of such revisions will be posted on each website.
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Reference Document for the General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1: Appropriation of Surplus
The Company regards the appropriate return of profits as an important priority and intends to determine the appropriation of surplus while taking into account business performance trends and other factors. The Company proposes to pay a year-end dividend for the current fiscal year of ¥44 per share as follows, as the Company achieved a solid business performance and intends to return the profits to its shareholders. Also, the annual dividend per share, including the interim dividend (¥43 per share), will be ¥87 per share.
In addition, the Company intends to utilize internal reserves for strategic investments in growth fields while strengthening its financial structure, such as by reducing interest-bearing liabilities.
(1) | Type of dividend property | Cash |
(2) | Allotment of dividend property to shareholders | ¥44 per common share of the Company |
and their aggregate amount | Total payment: ¥3,145,837,464 | |
(3) | Effective date of dividends of surplus | May 25, 2023 |
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Proposal No. 2: Election of Eight Directors
The terms of office of all eight Directors will expire at the conclusion of this General Meeting of Shareholders. Therefore, the Company proposes the election of eight Directors.
The candidates for Director are as follows.
Candidate | Current position and responsibility in the | Attendance | |||||
Name | at Board of | ||||||
No. | Company | Directors | |||||
meetings | |||||||
1 | Yasuaki Yamanishi | President and Representative Director | 13/13 | ||||
Reelection | |||||||
2 | Tatsuya Mikamoto | Deputy President and Director | 12/13 | ||||
Reelection | |||||||
3 | Shigeki Machida | Deputy President and Director | 13/13 | ||||
Reelection | |||||||
Director and Development Division | |||||||
4 | Reelection | Hiroshi Kuromoto | 13/13 | ||||
Manager | |||||||
Senior Executive Officer and Corporate | |||||||
5 | New election | Daisuke Yamanishi | - | ||||
Planning Division Manager | |||||||
Outside | |||||||
6 | Reelection | Kunihiko Yoneda | Outside Director | 13/13 | |||
Independent | |||||||
Outside | |||||||
7 | Reelection | Naomi Aoyama | Outside Director | 13/13 | |||
Independent | |||||||
Outside | |||||||
8 | New election | Masahiro Nishikawa | - | - | |||
Independent | |||||||
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Candidate | Name | Career summary, position and responsibility in the Company, and | Number of the | |
Company's | ||||
No. | (Date of birth) | significant concurrent positions outside the Company | ||
shares owned | ||||
Dec. 1977 | Joined the Company | |||
May 1981 | Director of the Company | |||
May 1982 | Managing Director of the Company | |||
Apr. 1984 | Senior Managing Director of the Company | 2,048,449 | ||
May 1988 | Representative Senior Managing Director of the | |||
shares | ||||
Company | ||||
Yasuaki Yamanishi | May 1991 | Deputy President and Representative Director of the | ||
Company | ||||
1 | ||||
(July 31, 1946) | Mar. 1993 | President and Representative Director of the | ||
Reelection | Company (current position) | |||
[Reasons for nomination as a candidate for Director] | ||||
Yasuaki Yamanishi has conducted important operations and decision-making on | ||||
management as President and Representative Director. The Company judged that he can | ||||
fulfill his role of supervising key management decisions and the execution of business | ||||
for the Company's sustainable growth and the increase of medium- to long-term | ||||
corporate value as he has extensive experience, proven results and wide-ranging insight | ||||
related to management in general. Therefore, the Company proposes his election as | ||||
Director. | ||||
Apr. 1981 | Joined The Sumitomo Bank, Limited (currently | |||
Sumitomo Mitsui Banking Corporation) | ||||
Apr. 2010 | Director and Head of the Fukuoka Corporate Finance | |||
Department of Sumitomo Mitsui Banking | ||||
Corporation | ||||
Apr. 2012 | Director and Head of the Kyushu Corporate Finance | |||
Division of Sumitomo Mitsui Banking Corporation | ||||
May 2013 | Senior Managing Director and Administration | |||
Division Manager of the Company | ||||
July 2014 | Senior Managing Director, Administration Division | |||
Manager and Group Administrative Controller of the | 9,041 shares | |||
Company | ||||
Tatsuya Mikamoto | Jan. 2019 | Senior Managing Director, Administration Division | ||
2 | and Group Management Division Manager of the | |||
(November 7, 1958) | Company | |||
Reelection | July 2020 | Senior Managing Director and Administration | ||
Division Manager of the Company | ||||
Mar. 2021 | Director and Senior Managing Executive Officer and | |||
Administration Division Manager of the Company | ||||
Mar. 2022 | Deputy President and Director of the Company | |||
(current position) |
[Reasons for nomination as a candidate for Director]
Tatsuya Mikamoto has executed important operations and made decisions regarding management as Deputy President controlling administration division. The Company judged that he can fulfill his role of supervising key management decisions and the execution of business for the Company's sustainable growth and the increase of medium- to long-term corporate value as he has extensive experience, proven results and wide-ranging insight in administration division. Therefore, the Company proposes his election as Director.
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Disclaimer
Izumi Co. Ltd. published this content on 28 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 May 2023 07:37:08 UTC.