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 Code: 9025 Date issued: May 31, 2023 Start date of measures for electronic provision: May 30, 2023
To our shareholders:
Tadahiko Konoike
Representative Director, Chairman, President and Chief Executive Officer
Konoike Transport Co., Ltd.
4-3-9 Fushimimachi, Chuo-ku, Osaka
Notice of the 83rd Annual General Meeting of Shareholders
We are pleased to announce the 83rd Annual General Meeting of Shareholders of Konoike Transport Co., Ltd. (the "Company"), as stated below.
When convening this 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. (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 83rd Annual General Meeting of Shareholders" on the internet. Please access any of the following websites by using the internet addresses shown below to review the information.
The Company's website: https://www.konoike.net/ir/meeting/ (in Japanese)
Website for posted informational materials for the general meeting of shareholders: https://d.sokai.jp/9025/teiji/ (in Japanese)
In addition to posting matters subject to measures for electronic provision on each 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) "Konoike Transport," or securities code "9025" (single-byte), and click "Search," and then click "Basic information" and select "Documents for public inspection/PR information."
TSE website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you are unable to attend the meeting in person, you can exercise your voting rights on the Internet or in writing. In this case, please review the Reference Documents for General Meeting of Shareholders and exercise your voting rights according to the instructions below no later than 5:45 p.m. on Wednesday, June 21, 2023 (JST).
- Date and Time: Thursday, June 22, 2023, 10 a.m. (reception opens at 9 a.m.) (JST)
- Venue: Main Conference Room, Osaka Head Office of the Company
2nd Floor, HK Yodoyabashi Garden Avenue 4-3-9 Fushimimachi, Chuo-ku, Osaka
3. Purpose of the Meeting Matters to be reported:
- Business Report, Consolidated Financial Statements, and report on the result of the audit by the Financial Auditor and the Audit & Supervisory Board on Consolidated Financial Statements for the 83rd fiscal year (from April 1, 2022 to March 31, 2023)
- Non-consolidatedFinancial Statements for the 83rd fiscal year (from April 1, 2022 to March 31, 2023)
Matters to be resolved:
Proposal | Election of Five Directors |
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- In accordance with the provisions of laws and regulations and Article 14, paragraph 2 of the Company's Articles of Incorporation, the following matters are excluded from the paper-based documents delivered to shareholders who have made a request for delivery of such documents.
- Matters related to ensuring appropriateness of business operations (2) Consolidated statements of changes in net assets from
Consolidated Financial Statements (3) Notes to Consolidated Financial Statements (4) Statements of changes in net assets from Non-consolidated Financial Statements (5) Notes to Non-consolidated Financial Statements
Accordingly, the Business Report, Consolidated Financial Statements, and Non-consolidated Financial Statements included in the paper-based documents are parts of the Business Report, Consolidated Financial Statements, and Non-consolidated Financial Statements audited when the financial auditor or Audit & Supervisory Board Members create a financial audit report or audit report.
- If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions and the details of the matters before and after the revisions will be posted on the websites on page 1.
- Notwithstanding any requests for the delivery of paper-based documents, the Company will uniformly send paper-based documents including matters for which measures for providing information in electronic format are to be taken.
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Reference Documents for General Meeting of Shareholders
Proposal | Election of Five Directors |
The terms of office of all five Directors will expire at the conclusion of this meeting. Therefore, the Company proposes the election of five Directors, including three external Directors.
This proposal was approved at the Board of Directors meeting after its details were reported by the Personnel and Remuneration Committee, an advisory body to the Board of Directors chaired by an independent external Director. The candidates for Director are as follows:
Candidate No./Name | Current Position and Responsibility in the Company | |||
Chairman of the Board of | ||||
Representative Director, | Directors | |||
1 | Tadahiko Konoike | Reelection | Chairman, President and Chief | Human Resources and |
Executive Officer | Compensation | |||
Committee member | ||||
In charge of International | ||||
2 | Tadatsugu Konoike | Reelection | Director and Senior Managing | Business |
Executive Officer | In charge of Technology | |||
Innovation | ||||
Reelection | Human Resources and | |||
3 | Yoshihito Ota | External | External Director | |
Independent | Compensation Committee chair | |||
Director | ||||
Reelection | Human Resources and | |||
External | ||||
4 | Mika Masuyama | External Director | Compensation Committee | |
Independent | ||||
member | ||||
Director | ||||
Reelection | Human Resources and | |||
5 | Taisuke Fujita | External Director | Compensation Committee | |
External | ||||
member | ||||
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Candidate | Name | Career summary, position and responsibility in the Company | Number of the | |
Company's shares | ||||
No. | (Date of birth) | (Significant concurrent positions outside the Company) | ||
owned | ||||
Apr. 1976 | Joined Konoike Construction Co., Ltd. | |||
Apr. 1981 | Joined the Company | |||
Dec. 1983 | Managing Director | |||
Dec. 1987 | Senior Managing Director | |||
Tadahiko Konoike | Dec. 1989 | Representative Director and Vice President | ||
(November 7, 1953) | June 2003 | Representative Director and President | ||
Reelection | Apr. 2018 | Representative Director & President and Chief | 2,575,410 shares | |
Executive Officer | ||||
[Attendance of Board of | Apr. 2021 | Representative Director & President and Chief | ||
Directors Meetings] | Executive Officer | |||
1 | 17/17 (100%) | June 2021 | Representative Director, Chairman, President | |
and Chief Executive Officer (current position) | ||||
(Significant concurrent positions outside the Company) | ||||
Representative Director and Vice President of Osaka Port | ||||
Synthesis Distribution Center, Ltd. | ||||
[Reasons for nomination as candidate for Director] | ||||
Tadahiko Konoike has considerable experience and a proven track record of business management as the | ||||
Representative Director of the Company over many years. Also, he has demonstrated excellent leadership as the | ||||
President since 2003 to improve the corporate value of the Group. | ||||
The Company proposes his reelection as Director, having judged that he will fulfill his duties to improve the medium- | ||||
to long-term corporate value of the Company. | ||||
Apr. 2006 | Joined Sumitomo Mitsui Banking Corporation | |||
Apr. 2013 | Joined the Company | |||
July 2014 | General Manager of Corporate Planning | |||
Division | ||||
Apr. 2016 | Executive Officer | |||
Apr. 2017 | Managing Executive Officer | |||
Tadatsugu Konoike | June 2017 | Director and Managing Executive Officer | ||
Apr. 2018 | Director and Senior Managing Executive | |||
(November 30, 1982) | ||||
Officer | ||||
Reelection | Apr. 2019 | Director and Senior Managing Executive | 1,623,444 shares | |
Officer, New Business Development | ||||
[Attendance of Board of | ||||
Administrator, Executive General Manager of | ||||
Directors Meetings] | ||||
New Business Development Division | ||||
2 | 17/17 (100%) | |||
Apr. 2021 | Director and Senior Managing Executive | |||
Officer, Chief International Officer and Chief | ||||
Technology Innovation Officer | ||||
Apr. 2022 | Director and Senior Managing Executive | |||
Officer, Officer in charge of International | ||||
Business and Technology Innovation (current | ||||
position) | ||||
[Reasons for nomination as candidate for Director] | ||||
Tadatsugu Konoike has considerable experience and a proven track record through his practical experience at a | ||||
financial institution, and also in the corporate planning division and international logistics business of the Company. He | ||||
is currently formulating and executing medium to long-term business strategies as the officer in charge of the | ||||
international business division and technology innovation division. | ||||
The Company proposes his reelection as Director, having judged that he will fulfill his duties to improve the medium- | ||||
to long-term corporate value of the Company. |
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Candidate | Name | Career summary, position and responsibility in the Company | Number of the | |
Company's shares | ||||
No. | (Date of birth) | (Significant concurrent positions outside the Company) | ||
owned | ||||
Apr. 1978 | Joined KYOCERA Corporation | |||
June 2003 | Executive Officer | |||
Yoshihito Ota | June 2010 | Director and Managing Executive Officer | ||
(June 26, 1954) | Dec. 2010 | Senior Managing Executive Officer of Japan | ||
Airlines Co., Ltd. | ||||
Reelection | Dec. 2015 | Chairman of KYOCERA Communication | ||
External | Systems Co., Ltd. | 0 shares | ||
Independent Director | Apr. 2017 | Advisor | ||
[Attendance of Board of | June 2018 | External Director of the Company (current | ||
Directors Meetings] | position) | |||
3 | 17/17 (100%) | Sept. 2019 | Chairman of MTG Co., Ltd. | |
[Tenure as external Director] | Dec. 2019 | Director and Chairman of MTG Co., Ltd. | ||
5 years | (current position) | |||
(Significant concurrent positions outside the Company) | ||||
Director and Chairman of MTG Co., Ltd. | ||||
[Reasons for nomination as candidate for external Director and expected roles] | ||||
Yoshihito Ota has been providing objective advice to the Company on overall operations based on his deep | ||||
discernment, extensive experience, and superior abilities nurtured through serving as a corporate manager and an | ||||
executive in wide-ranging industries and organizations. | ||||
The Company proposes his reelection as external Director, expecting that he will provide supervision and advice on the | ||||
execution of Directors' duties, based on his knowledge and experience. | ||||
Apr. 1985 | Joined the Bank of Japan | |||
Sept. 1991 | International Marketing Director of Cap | |||
Gemini Sogeti | ||||
Nov. 1992 | Senior Consultant of Gemini Consulting Japan | |||
June 1997 | Joined Egon Zehnder | |||
Mika Masuyama | Jan. 2004 | Partner | ||
(January 6, 1963) | Oct. 2016 | President and Representative Partner of | ||
Masuyama & Company LLC (current position) | ||||
Reelection | Mar. 2017 | Outside Director (Audit and Supervisory | ||
External | Committee Member) of Suntory Beverage & | 0 shares | ||
Independent Director | Food Limited (current position) | |||
[Attendance of Board of | Mar. 2019 | Outside Director of KOKUYO Co., Ltd. | ||
Directors Meetings] | (current position) | |||
4 | 17/17 (100%) | June 2019 | External Director of the Company (current | |
[Tenure as external Director] | position) | |||
4 years | (Significant concurrent positions outside the Company) | |||
President and Representative Partner of Masuyama & Company | ||||
LLC | ||||
Outside Director (Audit and Supervisory Committee Member) | ||||
of Suntory Beverage & Food Limited | ||||
Outside Director of KOKUYO Co., Ltd. | ||||
[Reasons for nomination as candidate for external Director and expected roles] | ||||
Mika Masuyama possesses extensive experience and discernment in corporate governance, human resources and | ||||
organizations, and M&A, as well as global knowledge of business management and economics. She has also been | ||||
providing specialist advice for further strengthening the Company's corporate governance. | ||||
The Company proposes her reelection as external Director, expecting that she will provide supervision and advice on | ||||
the execution of Directors' duties, based on her knowledge and experience. |
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Disclaimer
Konoike Transport Co. Ltd. published this content on 30 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 May 2023 00:32:03 UTC.