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.
Securities Code: 6995
June 13, 2023
Dear Shareholders:
Hiroyoshi Ninoyu,
President
TOKAI RIKA CO., LTD.
3-260 Toyota, Oguchi-cho,Niwa-gun, Aichi, Japan
Notice of Resolutions of
the 76th Ordinary General Meeting of Shareholders
We would like to express our appreciation for your continuous support.
The following matters were reported and resolved at the 76th Ordinary General Meeting of Shareholders of TOKAI RIKA CO., LTD. (the "Company").
Reports
- The Business Report, the Consolidated Financial Statements and Non-Consolidated Financial Statements for the 76th fiscal year (from April 1, 2022 to March 31, 2023)
- The results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board
The contents of the above were duly reported
Resolutions
Proposal No. 1 Partial Amendment to the Articles of Incorporation
The proposal was approved and resolved as originally proposed.
The amendment is described below.
(The approved amendment is underlined) | |||||||
The Present Articles of Incorporation | Proposed Amendment | ||||||
Chapter 1 General Provisions | Chapter 1 General Provisions | ||||||
(Purpose) | (Purpose) | ||||||
Article 2. The purpose of the Company shall be to engage in the | Article 2. (Unchanged) | ||||||
following business activities: | |||||||
1. | Manufacture andsale of parts for automobiles, industrial | 1. | Manufacture, sale, lease, and repairof parts for | ||||
vehicles, and transport equipment | automobiles, industrial vehicles, and transport equipment | ||||||
(To be newly established) | 2. | Manufacture, sale, lease, and repair of mobility service | |||||
and related products | |||||||
2. | Manufacture andsale of general electrical and electronic | 3. | Manufacture, sale, lease, and repairof general electrical | ||||
equipment and parts thereof | and electronic equipment and parts thereof | ||||||
3. | Manufacture andsale of general machinery and parts | 4. | Manufacture, sale, lease, and repairof general machinery | ||||
thereof | and parts thereof | ||||||
4. | Manufacture andsale of medical devices, nursing care | 5. | Manufacture, sale, lease, and repairof medical devices, | ||||
productsand parts thereof | nursing care devices, disaster and crime prevention | ||||||
devices, household devices, and parts thereof | |||||||
5. | Provision of services, development of software, and | 6. | Services, development and saleof software, and | ||||
manufacture andsale of equipment and systems for | manufacture, sale, lease, and repairof equipment and | ||||||
information communication | systems related thereto for information processing, | ||||||
information communication, and information provision |
- 1 -
The Present Articles of Incorporation | Proposed Amendment | |||||||
6. | Generation of electricity from renewable energy, and | 7. | Generation of electricity from renewable energy, and | |||||
supply and sale of electricity | supply and sale of electricity | |||||||
7. | Manufacture, sale, provision of service of lifestyle-related | (Deleted) | ||||||
products for intellectual education, health management, | ||||||||
cooking, sports, leisure, disaster prevention, crime | ||||||||
prevention and others | ||||||||
8. | Production, processing, and sale of agricultural products, | 8. | (Unchanged) | |||||
etc. | ||||||||
9. | Management of restaurants | 9. | Sale of industrial chemicals, chemicals, alcohol products, | |||||
and household products | ||||||||
(To be newly established) | 10. Operation and management of facilities for education, | |||||||
sports, leisure, dining, accommodation and other | ||||||||
purposes | ||||||||
(To be newly established) | 11. Planning and operation of education, training, and events | |||||||
for developing competency | ||||||||
10. | Management of facilities for school children, nursery | 12. | Management of facilities for school children, nursery | |||||
schools, and day care centers | schools, and day care centers | |||||||
11. | All businesses that are incidental to those mentioned in | 13. | All businesses that are incidental to those mentioned in | |||||
the preceding items | the preceding items |
Proposal No. 2 | Election of Six (6) Directors |
The proposal was approved and resolved as originally proposed. Four (4) candidates, | |
namely, Hiroyoshi Ninoyu, Koki Sato, Kei Fujioka, and Minako Miyama were reelected, | |
and Masahiko Sato and Motomi Niwa were newly elected as Members of the Board and | |
assumed office. Three Directors, namely, Kei Fujioka, Minako Miyama and Motomi Niwa | |
are "Outside Directors". | |
Proposal No. 3 | Election of Two (2) Audit & Supervisory Board Members |
The proposal was approved and resolved as originally proposed. Yoshinori Yamada was | |
reelected, and Toshiaki Tsuchiya was newly elected as Audit & Supervisory Board Members |
and assumed office. Yoshinori Yamada is an "Outside Audit & Supervisory Board Member".
Proposal No. 4 | Election of One (1) Substitute Audit & Supervisory Board Member |
The proposal was approved and resolved as originally proposed. Naoto Uozumi was elected | |
as a substitute Member of the Audit & Supervisory Board and assumed office. | |
Proposal No. 5 | Payment of Bonuses to Directors |
The proposal was approved and resolved as originally proposed. It was decided to pay | |
bonuses to three (3) Directors, excluding Outside Directors, who were incumbent at the end | |
of the 76th fiscal year in the total amount of ¥35,519,900. |
- 2 -
At the Board of Director's meeting held after the conclusion of the General Meeting of Shareholders, Representative Directors and Directors with special titles were elected and assumed their respective offices.
Furthermore, at the Audit & Supervisory Board member's meeting held after the conclusion of the General Meeting of Shareholders, Standing Audit & Supervisory Board Members were elected and assumed office.
Accordingly, the Company's Directors, Audit & Supervisory Board Members and Corporate Officers, including Corporate Officer who assumed the office as of today, are as follows:
Member of the Board of Directors and Audit & Supervisory Board Members
President, Member of the Board of Directors | Hiroyoshi Ninoyu |
Member of the Board of Directors | Koki Sato |
Member of the Board of Directors | Masahiko Sato |
Member of the Board of Directors | Kei Fujioka |
Member of the Board of Directors | Minako Miyama |
Member of the Board of Directors | Motomi Niwa |
Standing Audit & Supervisory Board Member | Isaki Sugiura |
Standing Audit & Supervisory Board Member | Toshiaki Tsuchiya |
Audit & Supervisory Board Member | Yoshinori Yamada |
Audit & Supervisory Board Member | Minoru Chida |
Notes: |
- Kei Fujioka, Minako Miyama and Motomi Niwa are Outside Directors.
- Yoshinori Yamada and Minoru Chida are Outside Audit & Supervisory Board Members.
Corporate Officers | |
President | Hiroyoshi Ninoyu * |
Executive Vice President | Koki Sato* |
Executive Vice President | Masahiko Sato* |
Corporate Officer | Kazuhiro Ikai |
Corporate Officer | Toshiki Nogami |
Corporate Officer | Toshiki Akita |
Corporate Officer | Koki Imaeda |
Corporate Officer | Taketoshi Sakurai |
Corporate Officer | Motoyasu Makino |
Corporate Officer | Katsuyuki Imaeda |
Corporate Officer | Koichiro Yamagishi |
Corporate Officer | Satoru Ishida |
Note: The asterisk (*) indicates that the officer doubles as a Member of the Board of Directors.
- 3 -
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Tokai Rika Co. Ltd. published this content on 13 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 June 2023 07:27:07 UTC.