TITAN KOGYO, LTD. 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.
Securities identification code: 4098 Date of sending by postal mail: June 9, 2023 (Start date of measures to provide information in electronic format) June 5, 2023
To our shareholders:
Yasuo Inoue Representative Director, President and Chief Executive Officer
Titan Kogyo, Ltd.
1978-25 Oaza Kogushi, Ube City, Yamaguchi Prefecture
NOTICE OF THE 125TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially notified of the 125th Ordinary General Meeting of Shareholders of Titan Kogyo, Ltd. (the "Company"), which will be held as described below.
When convening this general meeting of shareholders, the Company takes measures to provide information in electronic format for reference documents for the general meeting of shareholders, etc. (items for measures to provide information in electronic format), and posts this information on the websites listed below. Please access the websites by using the internet addresses shown below to review the information.
Titan Kogyo, Ltd. website
http://www.titankogyo.co.jp/irinfo/shareholder/ (in Japanese)
Ordinary General Meeting of Shareholders website https://d.sokai.jp/4098/teiji/ (in Japanese)
Tokyo Stock Exchange (TSE) website (Search for a listed company) https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
(Access the TSE website by using the internet address shown above, enter "Titan Kogyo, Ltd." in "Issue name (company name)" or the Company's securities code "4098" in "Code," and click "Search." Then, click "Basic information" and select "Documents for public inspection/PR information." Under "Filed information available for public inspection," click "Click here for access" under "[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting].")
In lieu of attending the meeting in person, you may exercise your voting rights in writing or by using the Internet, etc., so please read the attached Reference Documents for the General Meeting of Shareholders and exercise your voting rights after reviewing the "Guidance on Exercising Voting Rights" (in Japanese only), by no later than 4:30 p.m. on Wednesday, June 28, 2023 (Japan Standard Time).
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Meeting Details
1. Date and time: Thursday, June 29, 2023, at 10:00 a.m. (Japan Standard Time)
2. Venue: | Head Office |
1978-25 Oaza Kogushi, Ube City, Yamaguchi Prefecture |
3. Purposes:
Items to be reported:
- Business Report and Consolidated Financial Statements for the 125th Term (from April 1, 2022 to March 31, 2023), and the results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit and Supervisory Committee
- Non-ConsolidatedFinancial Statements for the 125th Term (from April 1, 2022 to March 31, 2023)
Items to be resolved:
Proposal 1: Appropriation of Surplus
Proposal 2: Election of five (5) Directors (excluding Directors who are Audit and Supervisory Committee Members)
Proposal 3: Election of four (4) Directors who are Audit and Supervisory Committee Members
4. Items to be determined upon convocation of the meeting (Guidance on exercising voting rights)
- If you exercise your voting rights in writing (postal vote), lack of approval or disapproval of a proposal on the voting form shall be deemed as a vote of approval of the proposal.
- If you exercise your voting rights more than once using the Internet, etc., the last vote to be made shall be deemed the valid execution of voting rights.
- If you exercise your voting rights both via the Internet, etc. and in writing (postal vote), the vote via the Internet, etc. shall be deemed the valid execution of voting rights, regardless of the timing that voting rights were executed.
- When attending the meeting in person, we ask that you present the enclosed voting form to the reception desk at the venue.
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Under the Act Partially Amending the Companies Act, in principle only shareholders who have accessed the aforementioned websites to confirm the measures to provide information in electronic format and made a written request for delivery of hardcopies of documents by the record date for voting rights are to be sent hardcopies of documents. For this general meeting of shareholders, the Company shall deliver in uniform the hardcopies of documents listing items for measures to provide information in electronic format regardless of whether or not a written application for delivery has been made.
Among the items for measures to provide information in electronic format, in accordance with the provisions of laws and regulations and Article 14, paragraph (2) of the Articles of Incorporation of the Company, the following items are not provided in the paper-based documents delivered to shareholders. - Business report on "the overview of the operations of systems necessary to ensure that the execution of the duties by the directors complies with the laws and regulations and the Articles of Incorporation."
- Notes to Consolidated Financial Statements
- Notes to Non-Consolidated Financial Statements
Accordingly, the Business Report, Consolidated Financial Statements and Non-Consolidated Financial Statements included in this document are part of the subject documents audited by the Accounting Auditor in preparing the Accounting Auditor's Report and by the Audit and Supervisory Committee in preparing its Audit Report.
- In the event of any revision arising in the items for measures to provide information in electronic format, notice to that effect and the item before and after the revision shall be posted on each of the aforementioned websites.
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Reference Documents for the General Meeting of Shareholders Proposals and Reference Information
Proposal 1: Appropriation of Surplus
The Company recognizes that improvement of corporate value through business growth and expansion is a priority of the highest order and believes that striving for the return of profits to its shareholders is a management priority.
The Company has given consideration to the business performance of this fiscal year and future business development, and it proposes to pay year-end dividends for this fiscal year under review as follows:
- Type of dividend property Cash
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Allotment of dividend property and their aggregate amount ¥20 per common share of the Company
Total payment: ¥59,247,080 - Effective date of dividends of surplus June 30, 2023
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Proposal 2: Election of five (5) Directors (excluding Directors who are Audit and Supervisory Committee Members)
The terms of office of all five (5) Directors currently serving (excluding Directors who are Audit and Supervisory Committee Members; applicable to the rest of this proposal) will expire at the conclusion of this meeting. Therefore, the Company proposes the election of five (5) Directors.
The Audit and Supervisory Committee has judged that each candidate is qualified.
The candidates for Director are as follows:
Candidate | Name | Career summary and position/responsibilities in the Company | Number of the | |
Company's shares | ||||
no. | (Date of birth) | (Significant concurrent positions outside the Company) | ||
owned | ||||
April 1984 | Joined the Company | |||
October 2014 | Executive Officer and Head of Ube | |||
Development Center | ||||
June 2017 | Director, Managing Executive Officer, General | |||
Manager of Production Division, Head of Ube | ||||
Development Center, and Head of Ube Nishi | ||||
Yasuo Inoue | Plant | 5,001 shares | ||
October 8, 1960 | March 2018 | Director and Senior Managing Executive | ||
Officer (Engineering) | ||||
1 | June 2019 | Representative Director, President and Chief | ||
Executive Officer (current position) | ||||
(Significant concurrent positions outside the Company) | ||||
Executive Vice President of Shandong Suntiox Industrial Co., | ||||
Ltd. | ||||
[Reasons for nomination as candidate for Director] | ||||
Yasuo Inoue plays a role in the sustained improvement of the Company's corporate value through his leadership of the | ||||
Company's management, decisions on important matters pertaining to management, and supervision of business | ||||
execution as Representative Director, President and Chief Executive Officer. The Company selected Mr. Inoue as | ||||
candidate for Director based on this and because he is expected to contribute further to the Company in the future. | ||||
April 1984 | Joined the Company | |||
October 2014 | Executive Officer and General Manager of | |||
Sales Department | ||||
June 2016 | Director, General Manager of Sales Division, | |||
and General Manager of Sales Department | ||||
Yoshitaka Nagaoka | June 2017 | Director, Managing Executive Officer, General | 4,762 shares | |
Manager of Sales Division, and General | ||||
April 13, 1961 | ||||
Manager of Sales Department | ||||
2 | March 2018 | Director and Managing Executive Officer | ||
(Sales) | ||||
June 2019 | Director, Senior Managing Executive Officer | |||
(Sales), and General Manager of Sales | ||||
Department (current position) | ||||
[Reasons for nomination as candidate for Director] | ||||
Yoshitaka Nagaoka possesses a wealth of experience in the Company's sales departments and exhibits leadership in the | ||||
Company's sales departments as Director and Senior Managing Executive Officer (Sales). The Company selected Mr. | ||||
Nagaoka as candidate for Director based on this and because he is expected to contribute further to the Company in the | ||||
future. |
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Candidate | Name | Career summary and position/responsibilities in the Company | Number of the | |
Company's shares | ||||
no. | (Date of birth) | (Significant concurrent positions outside the Company) | ||
owned | ||||
April 1985 | Joined the Company | |||
October 2015 | Executive Officer and General Manager of | |||
Research and Development Department | ||||
June 2017 | Director, Managing Executive Officer, and | |||
General Manager of Research and | ||||
Development Division | ||||
Shigeru Nagaoka | March 2018 | Director and Managing Executive Officer | 4,407 shares | |
May 21, 1961 | (R&D and Production) | |||
3 | June 2019 | Director and Senior Managing Executive | ||
Officer (Engineering) (current position) | ||||
(Significant concurrent positions outside the Company) | ||||
Representative Director and President of TBM, Ltd. | ||||
Director and Deputy General Manager of Shandong Suntiox | ||||
Industrial Co., Ltd. | ||||
[Reasons for nomination as candidate for Director] | ||||
Shigeru Nagaoka possesses a wealth of experience in the Company's R&D departments and exhibits leadership in the | ||||
Company's R&D and production departments as Director and Senior Managing Executive Officer (Engineering). The | ||||
Company selected Mr. Nagaoka as candidate for Director based on this and because he is expected to contribute further | ||||
to the Company in the future. | ||||
April 1988 | Joined the Company | |||
March 2013 | Deputy General Manager of General | |||
Administration Department | ||||
June 2016 | Executive Officer and General Manager of | |||
Yoshito Chijimatsu | Finance and Corporate Planning Department | |||
June 2019 | Director, Managing Executive Officer (Finance | 3,500 shares | ||
September 22, 1965 | and Corporate Planning), and General Manager | |||
4 | of Finance and Corporate Planning Department | |||
March 2022 | Director, Managing Executive Officer | |||
(Corporate Planning, Accounting and Finance), | ||||
and General Manager of Corporate Planning | ||||
Department (current position) | ||||
[Reasons for nomination as candidate for Director] | ||||
Yoshito Chijimatsu possesses a wealth of experience in the Company's administrative departments and exhibits | ||||
leadership in the Company's corporate planning and accounting and finance departments as Director and Managing | ||||
Executive Officer (Corporate Planning, Accounting and Finance). The Company selected Mr. Chijimatsu as candidate | ||||
for Director based on this and because he is expected to contribute further to the Company in the future. |
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Disclaimer
Titan Kogyo Ltd. published this content on 08 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 June 2023 00:24:04 UTC.
