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 6458)
June 8, 2023
To Shareholders with Voting Rights:
Satoshi Suenaga
Chief Executive Officer
SINKO INDUSTRIES LTD.
1-4-5 Minamimorimachi, Kita-ku, Osaka
NOTICE OF
THE 74th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
The 74th Annual General Meeting of Shareholders of SINKO INDUSTRIES LTD. (the "Company") will be held for the purposes as described below.
In convening the general meeting of shareholders, the Company has taken measures for electronic provision and matters to be provided electronically are posted on the website indicated below as "NOTICE OF THE 74th ANNUAL GENERAL MEETING OF SHAREHOLDERS."
The Company's website https://www.sinko.co.jp/skeng/ir/library/shareholders/
In addition to the above, matters to be provided electronically are also posted on the website indicated below.
Tokyo Stock Exchange (TSE) website (Listed Company Search) https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the above website, enter the Company's name "SINKO INDUSTRIES LTD." in the "Issue name (company name)" or the Company's securities code "6458" in the "Code" and click "Search," and click "Basic information," then select "Documents for public inspection/PR information," and refer to the information.
Instead of attending the meeting in person, you can exercise your voting rights in writing or through electromagnetic means (the Internet, etc.). Please review the Reference Documents for the General Meeting of Shareholders and exercise your voting rights no later than 6:00 p.m. on Thursday, June 22, 2023, Japan time.
1. Date and Time: Friday, June 23, 2023 at 10:00 a.m. Japan time (Reception opens at 9:00 a.m.)
2. Place: | Conference room, 5F of the Company located at |
1-4-5 Minamimorimachi, Kita-ku, Osaka |
3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the
Company's 74th 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 74th Fiscal Year
- 1 -
(April 1, 2022 - March 31, 2023)
Proposals to be resolved:
Proposal 1: Distribution of Surplus
Proposal 2: Election of 7 Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)
Proposal 3: Election of 1 Substitute Director Who Is an Audit and Supervisory Committee Member
- When attending the meeting in person, submit the enclosed Exercise of Voting Rights form to the receptionist.
- Any revisions to the matters to be provided electronically will be posted on each of the websites on which these matters are posted.
- Based on the provisions of laws and regulations and Article 15 of the Company's Articles of Incorporation, the matters listed below are not included in the written documents sent to the shareholders who have requested the delivery of documents. Accordingly, such documents are part of the subject documents that were audited by the Audit and Supervisory Committee and Accounting Auditor in preparing the Audit Report.
- Notes to Consolidated Financial Statements of the Consolidated Financial Statements
- Notes to Non-Consolidated Financial Statements of the Non-Consolidated Financial Statements
- Souvenirs will not be handed out to shareholders at the Company's General Meeting of Shareholders. We sincerely appreciate your understanding.
- We sincerely ask that shareholders take measures to prevent COVID-19 infection when attending the General Meeting of Shareholders after checking the status of the spread of the infection and their physical condition as of the date of the General Meeting of Shareholders.
- If there are any changes in the method of operation of the General Meeting of Shareholders, etc. due to future circumstances, we will post them on our website (https://www.sinko.co.jp/skeng/).
- 2 -
Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1: Distribution of Surplus
While striving to strengthen its financial position and expand business operations, the Company will actively return profits to each shareholder with considerations made for business performance trends. Additionally, the Company will utilize retained earnings from a long-term perspective to strengthen its management structure and further develop its business in the future.
Under this policy, based on the performance trend of the current fiscal year, the year-end dividend for the fiscal year under review will be 37 yen per share, which represents an increase of 7 yen from the previous fiscal year.
Items Related to the Year-end Dividend
- Type of dividend property Cash
-
Items related to the allocation of dividend property and its total amount 37 yen per common share, for a total of 942,411,793 yen
(Notes) The annual dividend for the fiscal year under review including the interim dividend will be 57 yen per share, which represents an increase of 7 yen from the previous fiscal year. - Date the distribution of surplus comes into effect
June 26, 2023
- 3 -
Proposal 2: Election of 7 Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)
The terms of office of all 8 Directors (excluding Directors who are Audit and Supervisory Committee Members) will expire at the conclusion of this year's Annual General Meeting of Shareholders. Accordingly, the Company proposes the election of 7 Directors (excluding Directors who are Audit and Supervisory Committee Members) by decreasing the number of internal Directors by one in order to facilitate prompt decision-making at the Board of Directors.
The Audit and Supervisory Committee has determined that this proposal is appropriate, and confirmed that there are no additional matters to be stated.
The candidates are as follows:
No. | Name | Positions and responsibilities | Attendance at the Board | Gender | ||||||
at the Company | of Directors meetings | |||||||||
1 | Satoshi Suenaga | [Reappointment] | Chief Executive Officer | 17 out | of | 17 | meetings | Male | ||
(100%) | ||||||||||
Representative Director and | ||||||||||
Deputy | President | Chief | 17 out | of | 17 | meetings | ||||
2 | Tokuji Aota | [Reappointment] | Financial Officer | Male | ||||||
(100%) | ||||||||||
General | Manager | of | ||||||||
Administration Division | ||||||||||
Director | and | Senior | ||||||||
3 | Takenori Taniguchi | [Reappointment] | Executive Vice President | 17 out | of | 17 | meetings | Male | ||
General | Manager | of | (100%) | |||||||
Manufacturing Division | ||||||||||
Director | and | Senior | ||||||||
4 | Tomoaki Fujii | [Reappointment] | Executive Vice President | 17 out | of | 17 | meetings | Male | ||
General | Manager | of | (100%) | |||||||
Corporate Planning Office | ||||||||||
Director and Executive Vice | ||||||||||
5 | Noriaki Michibata | [Reappointment] | President | 17 out | of | 17 | meetings | Male | ||
General | Manager of | Sales | (100%) | |||||||
Management Division | ||||||||||
[Reappointment] | 17 out | of | 17 | meetings | ||||||
6 | Minako Adachi | [Outside] | Director | Female | ||||||
(100%) | ||||||||||
[Independent] | ||||||||||
[Reappointment] | 17 out | of | 17 | meetings | ||||||
7 | Shinichi Hirano | [Outside] | Director | Male | ||||||
(100%) | ||||||||||
[Independent] | ||||||||||
- 4 -
Name | Past experience, positions, responsibilities, | Number of | |||
No. | shares of the | ||||
(Date of birth) | and significant concurrent positions | ||||
Company held | |||||
April 1984 | Joined the Company | ||||
April 2007 | General Manager of Tokyo Branch | ||||
Satoshi Suenaga | June 2008 | Senior Vice President | |||
(March 8, 1962) | June 2013 | Director and Senior Vice President | 11,400 | ||
April 2016 | Director and Executive Vice President | ||||
1 | [Reappointment] | General Manager of Corporate Planning Division | |||
June 2017 | Director and Senior Executive Vice President | ||||
June 2020 | Chief Executive Officer (current position) | ||||
[Reason for nomination] | |||||
Mr. Satoshi Suenaga has been engaged in sales divisions in Japan and overseas since he joined the Company, and he has | |||||
served as Chief Executive Officer of the Company since 2020. As he possesses a wealth of experience and track record in | |||||
the Company's business operation, the Company nominated him as a candidate for Director. | |||||
October 2011 | General Manager of Meguro Branch, the Bank of | ||||
Tokyo-Mitsubishi UFJ, Ltd. (currently, MUFG Bank, Ltd.) | |||||
February 2014 | Joined the Company | ||||
Tokuji Aota | Vice General Manager of Administration Division | ||||
July 2014 | Senior Vice President | ||||
(March 1, 1962) | |||||
June 2015 | Director and Senior Vice President | 6,700 | |||
[Reappointment] | June 2016 | Chief Financial Officer, and General Manager of | |||
Administration Division (current position) | |||||
2 | |||||
June 2017 | Director and Executive Vice President | ||||
June 2020 | Representative Director and Deputy President (current | ||||
position) | |||||
[Reason for nomination] | |||||
As Mr. Tokuji Aota possesses a track record in, among others, the business operations related to accounting and finance | |||||
and the business operations related to personnel and general affairs since he joined the Company, utilizing deep insight of | |||||
finance and economy in general accumulated in his former job, the Company nominated him as a candidate for Director. | |||||
April 1982 | Joined OKAYAMA SINKO KOGYO CO., LTD. (currently, | ||||
the Company) | |||||
July 2007 | Director; General Manager of Manufacturing Department I | ||||
June 2013 | Director and Executive Vice President | ||||
Takenori Taniguchi | General Manager of General Affairs Department; General | ||||
(February 20, 1962) | Manager of Manufacturing Management Department | 12,700 | |||
June 2016 | Chief Executive Officer | ||||
[Reappointment] | June 2017 | Director of the Company | |||
3 | April 2020 | Director and Senior Executive Vice President (current | |||
position) | |||||
General Manager of Manufacturing Division (current | |||||
position) |
[Reason for nomination]
Mr. Takenori Taniguchi served as Chief Executive Officer of a subsidiary serving as the manufacturing division of the Group, from 2016. After the Company merged with the subsidiary, he has served as General Manager of Manufacturing Division. As he possesses a wealth of experience and track record in the business operation, the Company nominated him as a candidate for Director.
- 5 -
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Sinko Industries Ltd. published this content on 08 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 June 2023 07:21:07 UTC.