TOENEC CORPORATION 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. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.
(Stock Exchange Code 1946) Date of sending by postal mail: June 8, 2023 Start date of measures for electronic provision: June 1, 2023
To Shareholders with Voting Rights:
Yuuzou Fujita
President and Representative Director
TOENEC CORPORATION
20-31, Sakae 1-chome,Naka-ku, Nagoya,
Aichi
NOTICE OF THE 105TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
Please be informed that the 105th Annual General Meeting of Shareholders of TOENEC CORPORATION (the "Company") will be held as stated below.
When convening this annual general meeting of shareholders, the Company takes measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. (the matters for which measures for providing information in electronic format are to be taken) in electronic format and posts this information as "NOTICE OF THE 105TH ANNUAL GENERAL MEETING OF SHAREHOLDERS" on the Company's website. Please access the Company's website by using the internet address shown below to review the information.
The Company's website:
https://www.toenec.co.jp/ir/stocks_info/general_meeting/index.html (in Japanese)
In addition to posting the matters subject to measures for electronic provision on the website above, the Company also posts this information on the website of Tokyo Stock Exchange, Inc. (TSE). To access this information from the latter website, access the TSE website (Listed Company Search) by using the internet address shown below, enter the issue name (company name) or securities code, and click "Search," and 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]."
TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
If you are unable to attend the meeting, you can exercise your voting rights via the Internet, etc. or in writing. If exercising your voting rights via the Internet, etc., please access the website designated by the Company, follow the instructions on the site and cast your vote. If exercising your voting rights in writing, please review the Reference Documents for the General Meeting of Shareholders, exercise your vote for or against the proposal on the enclosed Voting Rights Exercise Form and return the form. All votes shall be received by 5:15 p.m. on Tuesday, June 27, 2023, Japan Time.
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1. Date and Time: Wednesday, June 28, 2023, at 10:00 a.m. Japan Time
2. Place: | Central Ballroom, 2F, Courtyard by Marriott Nagoya |
17-6, Sakae 1-chome,Naka-ku, Nagoya, Aichi |
3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Consolidated Financial Statements for the
Company's 105th Fiscal Year (April 1, 2022 - March 31, 2023) and results of audits by the Accounting Auditor and the Audit and Supervisory Committee of the Consolidated Financial Statements.
2. Non-consolidated Financial Statements for the Company's 105th Fiscal Year (April 1, 2022 - March 31, 2023)
Proposals to be resolved:
Proposal 1: Appropriation of Surplus
Proposal 2: Election of 9 Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)
Proposal 3: Election of 4 Directors Who Are Audit and Supervisory Committee Members
- We have decided to hold the meeting and are taking appropriate measures to prevent COVID-19. However, all shareholders are kindly requested to consider the conditions of the outbreak and their health on the event date and exercise their voting rights in advance via the Internet, etc. or in writing.
- Those with a fever or who appear to be particularly unwell may be refused entry to the venue.
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Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1: Appropriation of Surplus
Regarding the Company's dividend payment policy, upon comprehensive consideration of factors such as enriching internal reserves for future business expansion, the Company adopts a basic policy of returning profits to shareholders through payments of dividends with a consolidated payout ratio targeting 30%.
For the fiscal year under review, the Company incurred losses attributable to owners of parent due to recording extraordinary losses, etc. However, it will conduct the following dividend payment from the perspective of returning profits to shareholders in a stable manner. The Company will reverse part of its general reserve and transfer to retained earnings brought forward.
- Matters concerning the year-end dividend
- Type of dividend assets Cash
-
Allocation of dividend assets to the shareholders and total amount of dividends Amount per share of common stock: ¥50
Total dividends: ¥934,708,250 - Effective date of dividends payment June 29, 2023
- Matters concerning appropriation of surplus:
- Decreased surplus item and the amount thereof
General reserve | ¥8,000,000,000 |
(2) Increased surplus item and the amount thereof: | |
Retained earnings brought forward | ¥8,000,000,000 |
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Proposal 2: Election of 9 Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)
The terms of office of all Directors (Excluding Directors who are Audit and Supervisory Committee Members; the same shall apply hereafter in this proposal) will expire at the conclusion of this Annual General Meeting of Shareholders. Accordingly, the election of 9 Directors, including 3 Outside Directors is proposed.
To select candidates for Director, discussions were held by a non-statutory Nominating & Compensation Committee in order to ensure fairness and transparency.
The candidates are as follows:
No. | Name | Current position in the Company | |||||||
1 | Tatsuo Ikeyama | Director, Senior Managing Executive Officer | |||||||
Reappointed | |||||||||
Representative Director, Executive Vice | |||||||||
2 | Reappointed | Tsuguhisa Takimoto | |||||||
President | |||||||||
3 | Kouji Hirata | Director, Senior Managing Executive Officer | |||||||
Reappointed | |||||||||
President and Representative Director, Chief | |||||||||
4 | Reappointed | Yuuzou Fujita | |||||||
Executive Officer | |||||||||
Representative Director, Executive Vice | |||||||||
5 | Reappointed | Yasuhiko Horiuchi | |||||||
President | |||||||||
6 | Shigemitsu Yamazaki | Director, Senior Managing Executive Officer | |||||||
Reappointed | |||||||||
Reappointed | |||||||||
7 | Atsushi Iizuka | Director | |||||||
Outside | |||||||||
Independent | |||||||||
Reappointed | |||||||||
8 | Hiroyuki Ukai | Director | |||||||
Outside | |||||||||
Independent | |||||||||
Reappointed | |||||||||
9 | Akiko Yoshimoto | Director | |||||||
Outside | |||||||||
Independent | |||||||||
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No. | Name | Number of | ||
Past experience, position and areas of responsibility | shares of the | |||
(Date of birth) | ||||
Company held | ||||
April 1987 | Joined the Company | |||
June 2013 | Executive Officer and General Manager of Sales Division and | |||
Manager of Construction Group of Mie Branch | ||||
July 2013 | Executive Officer and General Manager of Air Conditioning & | |||
Plumbing Administration Division of Business Promotion | ||||
Department | ||||
July 2016 | Executive Officer and General Manager of Air Conditioning & | |||
Plumbing Administration Division of Air Conditioning & | ||||
Plumbing Department | ||||
April 2018 | Executive Officer and General Manager of Mie Branch | |||
April 2021 | Senior Managing Executive Officer and Supervisory Manager | |||
of Information Systems Division and Information & | ||||
Communication Administration Division | ||||
April 2022 | Senior Managing Executive Officer and Supervisory Manager | |||
of Research & Development Division, Information Systems | ||||
Tatsuo Ikeyama | Division and Information & Communication Administration | |||
Division | ||||
1 | (April 13, 1964) | 1,913 | ||
June 2022 | Director, Senior Managing Executive Officer and Supervisory | |||
[Reappointment] | ||||
Manager of Research & Development Division, Information | ||||
Systems Division and Information & Communication | ||||
Administration Division (current position) | ||||
[Reasons for nomination as candidate for Director] | ||||
Mr. Tatsuo Ikeyama is well versed in the overall construction, having been engaged | ||||
in the operations of the air conditioning and plumbing sector for many years. After | ||||
serving as General Manager of the Air Conditioning & Plumbing Administration | ||||
Division and General Manager of Mie Branch, at present, as Senior Managing | ||||
Executive Officer in charge of research and development and information and | ||||
communication sectors, he works to expand the Company's business and strengthen | ||||
its business foundation. Also, as a Director, he has appropriately supervised decisions | ||||
on important matters and the execution of other Directors' business duties. | ||||
Based on these experiences and results, the Company has judged that Mr. Ikeyama | ||||
is suited to be a management executive of the Company in order to realize | ||||
sustainable growth and improvement of the medium to long-term corporate value | ||||
and expects that he will continue to execute his duties appropriately as a Director. |
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Disclaimer
Toenec Corporation published this content on 31 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 May 2023 15:02:01 UTC.
