Note: This document has been translated from 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 6140) June 7, 2023 (Date of commencement of electronic provision measures: May 31, 2023)
To Shareholders with Voting Rights:
Kazuki Kataoka
President and Representative Director
Asahi Diamond Industrial Co., Ltd.
4-1,Kioi-cho,Chiyoda-ku, Tokyo
NOTICE OF
THE 104th 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 104th Annual General Meeting of Shareholders of Asahi Diamond Industrial Co., Ltd. (the "Company") will be held for the purposes as described below.
In convening this general meeting of shareholders, the Company has taken measures for providing information in electronic format (the "electronic provision measures") and has posted matters subject to the electronic provision measures on the following Company website as the "NOTICE OF THE 104th ANNUAL GENERAL MEETING OF SHAREHOLDERS" and "Other matters of the 104th annual general meeting of shareholders subject to the electronic provision measures (matters excluded from paper-based documents delivered)."
The Company website: https://www.asahidia.co.jp/eng/ir/
In addition to the website shown above, the Company has posted this information on the website shown below.
The Tokyo Stock Exchange (TSE) website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
To view the information, please access the TSE website (Listed Company Search) above, enter the issue name (company name) or stock exchange code, and click on "Search," and then click on "Basic information" and select "Documents for public inspection/PR information."
Shareholders' meeting web portal (Sumitomo Mitsui Trust Bank, Limited) https://www.soukai-portal.net
Read the QR code on the enclosed Voting Rights Exercise Form, or enter the login ID and password.
If you are unable to attend the meeting, we encourage you to exercise your voting rights in advance in writing or via the Internet, etc. Please review the Reference Documents for the General Meeting of Shareholders contained in the matters subject to the electronic provision measures, and exercise your voting rights by 5:30 p.m. on Monday, June 26, 2023, Japan time.
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1. Date and Time: Tuesday, June 27, 2023 at 10:00 a.m. Japan time (Reception desk opens at 9:00 a.m.)
2. Place: | Conference room Orizuru Rei, The Main Bldg. Arcade Floor, Hotel New Otani |
at 4-1,Kioi-cho,Chiyoda-ku, Tokyo, Japan |
3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company's
104th Fiscal Year (April 1, 2022 - March 31, 2023) and results of audits by the Accounting Auditor and the Audit & Supervisory Board of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company's 104th Fiscal Year (April 1, 2022 - March 31, 2023)
Proposals to be resolved:
Proposal 1: Appropriation of Surplus
Proposal 2: Election of Nine (9) Directors
Proposal 3: Election of One (1) Substitute Audit & Supervisory Board Member
- Pursuant to laws and regulations as well as Article 19 of the Articles of Incorporation of the Company, the documents mailed to shareholders who made a request for delivery of paper-based documents do not contain the Consolidated Statements of Changes in Net Assets and the Notes to the Consolidated Financial Statements related to the Consolidated Financial Statements, and the Non-consolidated Statements of Changes in Net Assets and the Notes to the Non-consolidated Financial Statements related to the Non- consolidated Financial Statements. Please note that the Consolidated Statements of Changes in Net Assets and the Notes to the Consolidated Financial Statements related to the Consolidated Financial Statements, and the Non-consolidated Statements of Changes in Net Assets and the Notes to the Non-consolidated Financial Statements related to the Non-consolidated Financial Statements have been audited by the Accounting Auditor and Audit & Supervisory Board Members as part of the Consolidated Financial Statements and the Non-consolidated Financial Statements when preparing the Independent Auditor's Report and the Audit Report, respectively.
- If any amendments are made to the matters subject to the electronic provision measures, such amendments will be posted on the respective websites where these matters are posted.
- Any significant changes to the operation of the General Meeting of Shareholders will be posted on the Company's website (https://www.asahidia.co.jp/eng/).
- The respective websites stated above may be temporarily inaccessible due to scheduled maintenance or other reasons. If you are unable to view the website, please access other websites or try again later.
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Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1: Appropriation of Surplus
It is proposed that the surplus be appropriated as follows:
Matters concerning year-end dividends
The Company intends to achieve future business development and improve corporate value by aiming to increase capital efficiency while securing financial stability.
The Company pays dividends pursuant to its dividend policy with the focus on distributing profits according to consolidated performance and maintaining a stable dividend.
The Company proposes a year-end dividend of ¥15 per share pursuant to its dividend policy, comprehensively taking into account its performance, financial situation, and other factors for the fiscal year under review.
As a result, the annual dividends for the year, including the interim dividend of ¥11, will amount to ¥26 per share.
- Type of dividend property Cash
-
Allocation of dividend property to shareholders and total amount thereof ¥15 per share of common stock of the Company
Total amount of dividends: ¥808,141,815 - Effective date of dividends from surplus
June 28, 2023
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Proposal 2: Election of Nine (9) Directors
The term of office of a Director of the Company is stipulated to be one (1) year. The terms of office of all nine (9) Directors will expire at the conclusion of this Annual General Meeting of Shareholders.
In order to further strengthen corporate governance, the Company has newly nominated Ms. Eriko Kawajiri as a candidate for External Director, and proposes the election of nine (9) Directors (of whom three (3) are External Directors).
Meanwhile, the Company intends to further revitalize the Board of Directors by nominating more than one female candidates for Director.
The candidates for Director are as below.
The Company has nominated the candidates after consulting with the Nomination and Remuneration Advisory Committee and receiving a report from said Committee.
No. | Name | Current positions and | |
(gender) | responsibilities | ||
1 | Reelection | Kazuki Kataoka | President and |
(male) | Representative Director | ||
Representative | |||
Tomohiko Hara | Managing Director; | ||
2 | Reelection | Production Director and | |
(male) | |||
Mie Factory General | |||
Manager | |||
3 | Reelection | Ming-Shong Lan | Managing Director |
Non-Japanese | (male) | ||
Toshimasa | Director; | ||
4 | Reelection | Marketing Division | |
Hagiwara | Director and East Japan | ||
(male) | Regional General | ||
Manager | |||
Hideo Abe | Director; | ||
5 | Reelection | Engineering Director | |
(male) | and Chiba Factory | ||
General Manager | |||
Junichi Matsuda | Director; | ||
6 | Reelection | Group Companies | |
(male) | Management Division | ||
Director | |||
Reelection | Osamu Koyama | Director | |
7 | Candidate for External | ||
Director | (male) | (External Director) | |
Independent Director | |||
Reelection | Yuko Ichikawa | Director | |
8 | Candidate for External | ||
Director | (female) | (External Director) | |
Independent Director | |||
New Election | Eriko Kawajiri | ||
9 | Candidate for External | ― | |
Director | (female) | ||
Independent Director |
Attendance at
Board of
Directors'
meetings
10/10
10/10
10/10
10/10
10/10
8/8
10/10
10/10
―
Attendance at
Nomination
and
Remuneration
Advisory
Committee
meetings
8/8
―
―
―
―
―
8/8
8/8
―
(Note)
The attendance applicable to Mr. Junichi Matsuda is different from that for other candidates because he was newly elected as Director at the 103rd Annual General Meeting of Shareholders held on June 24, 2022.
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Number of | ||||
No. | Name | Past experience, positions, responsibilities | shares of | |
the | ||||
(Date of birth) | and significant concurrent positions | |||
Company | ||||
held | ||||
Kazuki Kataoka | April 1976 | Joined the Company | ||
(March 5, 1952) | July 2005 | General Manager, Engineering Department, Marketing Division | ||
Reelection | June 2008 | Director; Marketing Division Deputy Director | ||
June 2011 | Managing Director; Business Planning Division Director and | |||
No. of years served as | Marketing Division Deputy Director | |||
June 2013 | Representative Executive Managing Director; Marketing Division | |||
Director: 15 years | Director | |||
Attendance at Board of | June 2015 | President and Representative Director (present) | 157,183 | |
July 2019 | Nomination and Remuneration Advisory Committee Member | |||
Directors' meetings: 10/10 | ||||
(present) | ||||
Attendance at Nomination | [Significant concurrent positions] | |||
1 | President, Industrial Diamond Association of Japan | |||
and Remuneration | ||||
Advisory Committee | ||||
meetings: | ||||
8/8 | ||||
[Reasons for nomination as | a candidate for Director] | |||
After joining the Company, Mr. Kazuki Kataoka was involved in marketing, management strategy, R&D, etc. He has a | ||||
wealth of business knowledge, great experience, outstanding capabilities concerning the diamond tool business and a | ||||
character suitable for a person serving as a Director of the Company. | ||||
As the President and Representative Director since June 2015, Mr. Kataoka has been responsible for the Company's | ||||
management and has been performing his duties appropriately. Thus, the Company judges that he satisfies the "Criteria | ||||
for Appointing Directors" (see page 12) and is a suitable person to serve as a Director of the Company. We, therefore, | ||||
have nominated him for reelection as a candidate for Director. | ||||
April 1980 | Joined the Company | |||
July 2010 | General Manager, Manufacturing Department No. 2, Tamagawa | |||
Tomohiko Hara | Factory | |||
February 2013 International Department General Manager (temporarily | ||||
(January 10, 1958) | ||||
transferred to P.T. Asahi Diamond Industrial Indonesia) | ||||
Reelection | June 2013 | Executive Officer; President, P.T. Asahi Diamond Industrial | ||
Indonesia | ||||
No. of years served as | July 2017 | Executive Officer; International Division; Chief Officer for | 31,998 | |
Regional Operations (ASEAN and Australia) | ||||
Director: 4 years | ||||
(President, P.T. Asahi Diamond Industrial Indonesia) | ||||
2 | Attendance at Board of | June 2019 | Director; Mie Factory General Manager | |
June 2021 | Director; Production Director and Mie Factory General | |||
Directors' meetings: 10/10 | ||||
Manager | ||||
June 2022 | Representative Managing Director; Production Director and | |||
Mie Factory General Manager (present) | ||||
[Reasons for nomination as a candidate for Director] | ||||
After joining the Company, Mr. Tomohiko Hara was involved in production and engineering, etc., and served as the | ||||
President of an overseas subsidiary. He has a wealth of business knowledge, great experience, outstanding capabilities | ||||
concerning the diamond tool business and a character suitable for a person serving as a Director of the Company. | ||||
As a Representative Managing Director of the Company since June 2022, Mr. Hara has been performing his duties | ||||
appropriately. Thus, the Company judges that he satisfies the "Criteria for Appointing Directors" (see page 12) and is a | ||||
suitable person to serve as a Director of the Company. We, therefore, have nominated him for reelection as a candidate | ||||
for Director. |
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Disclaimer
Asahi Diamond Industrial 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 31 May 2023 04:09:25 UTC.