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 5357) June 1, 2023
(Commencement of electronic provision: May 31, 2023)
To Shareholders with Voting Rights:
Mitsuo Taguchi
President
YOTAI REFRACTORIES CO., LTD.
8-1,Nishikinaka-machi,Kaizuka-shi, Osaka
NOTICE OF THE 125TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We are pleased to inform you that the 125th Annual General Meeting of Shareholders of YOTAI REFRACTORIES CO., LTD. (the "Company") will be held for the purposes as described below.
The Company has adopted a system of electronic provision for the convocation of this General Meeting of Shareholders. Electronically provided matters are posted on the website below as "Notice of the 125th Annual General Meeting of Shareholders," so please see details by accessing the following website:
The Company's website: https://www.yotai.co.jp/en/
This information has also been posted on the following website.
Tokyo Stock Exchange website (TSE Listed Company Search service) https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
You can view this Notice by accessing the website above, entering the Company's name or code in the appropriate field, and click on "Search." Click on "Basic Information" and "Documents for public inspection/PR information" in turn.
If you do not attend the meeting, you may still exercise your voting rights in writing or via electromagnetic methods (the Internet, etc.); please examine the Reference Documents for the General Meeting of Shareholders below, and exercise your voting rights by 5:40 p.m. on Wednesday, June 21, 2023, Japan time.
1. Date and Time: Thursday, June 22, 2023 at 10:00 a.m. Japan time
2. Place: | Conference room at the Company's Head Office 2nd Floor located at |
8-1,Nishikinaka-machi,Kaizuka-shi, Osaka |
3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company's
125th Fiscal Year (April 1, 2022 - March 31, 2023) and results of audits by the Accounting Auditor and the Board of Corporate Auditors of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company's 125th Fiscal Year (April 1, 2022 - March 31, 2023)
Proposals to be resolved:
Proposal 1: Appropriation of Surplus
Proposal 2: Partial Amendments to the Articles of Incorporation
Proposal 3: Election of 4 Directors (excluding Directors who are Audit & Supervisory Committee Members)
Proposal 4: Election of 4 Directors who are Audit & Supervisory Committee Members
Proposal 5: Determination of the Amount of Compensation for Directors (excluding
Directors who are Audit & Supervisory Committee Members)
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Proposal 6: Determination of the Amount of Compensation for Directors who are Audit & Supervisory Committee Members
Proposal 7: Determination of Compensation for Granting Restricted Stock to Directors (Excluding Directors who are Audit & Supervisory Committee Members and External Directors)
Proposal 8: Appropriation of Surplus
〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
- When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
- If the electronically provided matters are revised, the revised versions will be posted on the various websites.
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Reference Documents for the General Meeting of Shareholders
Proposals and ReferencesProposal 1: Appropriation of Surplus
The Company, in its First Medium-term Management Plan, aims to maintain profitability and sound financial health, while sustainably improving corporate value and enhancing strategic investments and shareholder returns. The Company's shareholder return policy is to be implemented appropriately through stable dividends and flexible repurchasing of Company shares, targeting a consolidated dividend payout ratio of 30%.
For the 125th fiscal year, in light of factors including the Company's financial position and business performance, the Company proposes a year-end dividend of ¥25 per share.
If this Proposal is approved, the total amount of dividends for the fiscal year, aggregated with the interim dividend of ¥20 per share paid in December 2022, will be ¥45 (an increase of ¥2 year-on-year).
- Type of dividend property Cash
-
Matters related to the allocation of dividend property and the total amount thereof ¥25 per share of the Company's common stock
Total amount: ¥490,775,700 - Effective date of the dividends of surplus Friday, June 23, 2023
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Proposal 2: Partial Amendments to the Articles of Incorporation
1. Reasons for amendments
(1) Transition to a company with audit and supervisory committee
The Company will transition to a company with audit and supervisory committee with the aims of further increasing the transparency of management and enabling swifter decision making by strengthening the supervisory function of the Board of Directors and reinforcing corporate government.
In this regard, the Articles of Incorporation will be amended to newly establish provisions concerning the Audit and Supervisory Committee and Audit and Supervisory Committee Members, delete the provisions concerning Corporate Auditors and the Board of Corporate Auditors, among other amendments.
(2) Exemption from liability of Directors
The Articles of Incorporation will be amended to enable the liability of Directors to be exempted within a certain range determined by laws and regulations by resolution of the Board of Directors, to ensure that Directors are able to demonstrate their roles fully. In addition, with the enforcement of the "Act Partially Amending the Companies Act (Act No. 90 of 2014) on May 1, 2015, it became possible to enter into agreements with directors, excluding executive directors, etc., to limit their liability. Accordingly, in light of the intentions and content of this amendment of the Act, the Articles of Incorporation will be amended to change the current provisions concerning liability limitation agreements. The consent of the individual Corporate Auditors has been obtained regarding the amendments in Article 35 of the Proposed Amendments.
(3) Other
Article numbers shall be realigned in conjunction with the above-mentioned amendments.
2. Details of amendments
The details of the amendments are as follows.
This proposal shall take effect from the conclusion of this General Meeting of Shareholders.
(Amended parts are underlined.) | |||
Current Articles of Incorporation | Proposed Amendments | ||
CHAPTER I General Provisions | CHAPTER I General Provisions | ||
Articles 1 through 3 (Text omitted) | Articles 1 through 3 (No change) | ||
(Organizational Bodies) | (Organizational Bodies) | ||
Article 4 | The Company shall have the | Article 4 | The Company shall have the |
following organizational bodies in addition to | following organizational bodies in addition to | ||
the general meeting of shareholders and | the general meeting of shareholders and | ||
Directors. | Directors. | ||
(1) | Board of Directors | (1) | Board of Directors |
(2) | Corporate Auditors | (2) Audit and Supervisory Committee | |
(3) | Board of Corporate Auditors | (Deleted) | |
(4) | Accounting Auditors | (3) | Accounting Auditors |
Article 5 | (Text omitted) | Article 5 | (No change) |
CHAPTER II Shares | CHAPTER II Shares | ||
Articles 6 through 12 (Text omitted) | Articles 6 through 12 (No change) | ||
CHAPTER III General Meeting of Shareholders | CHAPTER III General Meeting of Shareholders | ||
Articles 13 through 18 (Text omitted) | Articles 13 through 18 (No change) | ||
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(Amended parts are underlined.) | |||
Current Articles of Incorporation | Proposed Amendments | ||
CHAPTER IV Directors andBoard of Directors | CHAPTER IV Directors,Board of Directors and | ||
Audit and Supervisory Committee | |||
(Number of Directors) | (Number of Directors) | ||
Article 19 | |||
Article 19 The number of Directors of the | 1. The number of Directors (excluding Directors | ||
who are Audit & Supervisory Committee | |||
Company shall not exceed sixteen(16). | |||
Members)of the Company shall not exceed ten | |||
(10). | |||
2. The number of Directors who are Audit and | |||
Supervisory Committee Members of the | |||
Company shall not exceed five (5). | |||
(Election of Directors) | (Election of Directors) | ||
Article 20 | Article 20 | ||
1. Directors shall be elected by resolutions of a | 1. Directors shall be elected by resolutions of a | ||
general meeting of shareholders. | general meeting of shareholders, distinguishing | ||
between Directors who are Audit and | |||
Supervisory Committee Members and other | |||
Directors. | |||
2. To adopt a resolution for election of | 2. To adopt a resolution for election of Directors, | ||
Directors, shareholders who aggregately hold | shareholders who aggregately hold one-third | ||
one-third (1/3) or more of the voting rights of | (1/3) or more of the voting rights of all | ||
all shareholders who are entitled to exercise | shareholders who are entitled to exercise voting | ||
voting rights shall be present, and such a | rights shall be present, and such a resolution | ||
resolution shall be adopted by a majority of | shall be adopted by a majority of the voting | ||
the voting rights of such shareholders | rights of such shareholders present. | ||
present. | |||
3. Resolutions for the election of Directors shall | 3. Resolutions for the election of Directors shall | ||
not be conducted by cumulative voting. | not be conducted by cumulative voting. | ||
(Terms of Office of Directors) | (Terms of Office of Directors) | ||
Article 21 The term of office of Directors shall | Article 21 | ||
expire at the conclusion of the Annual | 1. The term of office of Directors (excluding | ||
General Meeting of Shareholders for the final | Directors who are Audit & Supervisory | ||
fiscal year that ends within one (1) year of | Committee Members)shall expire at the | ||
their election. | conclusion of the Annual General Meeting of | ||
Shareholders for the final fiscal year that ends | |||
within one (1) year of their election. | |||
2. The term of office of Directors who are Audit | |||
and Supervisory Committee Members shall | |||
expire at the conclusion of the annual general | |||
meeting of shareholders for the final fiscal year | |||
that ends within two (2) years of their election. | |||
3. The term of office of a Director who is an | |||
Audit and Supervisory Committee Member | |||
elected to fill a vacancy caused by the | |||
departure of a Director who is an Audit and | |||
Supervisory Committee Member prior to the | |||
expiry of such a Director who is an Audit and | |||
Supervisory Committee Member's term of | |||
office shall expire at the time the term of office | |||
of the departing a Director who is an Audit and | |||
Supervisory Committee Member expires. |
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Yotai Refractories Co. Ltd. published this content on 31 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 June 2023 07:26:03 UTC.