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: 1379 June 8, 2023 Start date of measures for electronic provision: June 2, 2023
To our shareholders:
Masayoshi Mizuno, President
HOKUTO Corporation
138-1 Minamihori, Nagano City, Nagano Prefecture
Notice of the 60th Annual General Meeting of Shareholders
We hereby provide notice that the 60th Annual General Meeting of Shareholders of HOKUTO Corporation (the "Company") will be held for the purposes as described below.
When convening this general meeting of shareholders, the Company takes measures for providing in electronic format the information that constitutes the content of reference documents for the shareholders meeting, etc. (items for which measures for providing information in electronic format are to be taken). This information is posted on each of the following websites, so please access either of those websites to confirm the information.
[The Company's website] https://www.hokto-kinoko.co.jp(in Japanese)
(From the above website, select "Corporate/IR," followed by "To Investors" "Share Information" and "General Meeting of Shareholders," in that order.)
[Website for posted informational materials for the general meeting of shareholders] https://d.sokai.jp/1379/teiji/ (in Japanese)
[Tokyo Stock Exchange website (TSE Listed Company Search)] https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
(Access the TSE website by using the internet address shown above, enter "HOKUTO" in "Issue name (company name)" or the Company's securities code "1379" in "Code," and click "Search." Then, click "Basic information" and select "Documents for public inspection/PR information." Under "Filed information available for public inspection," click "Click here for access" under "[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting].")
Furthermore, instead of attending on the day, you may exercise your voting rights in writing or via the Internet, etc. Please review the attached Reference Documents for the General Meeting of Shareholders and exercise your voting rights by no later than 5:30 p.m. on Thursday, June 22, 2023 (JST).
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- Date and Time: Friday, June 23, 2023 at 10:00 a.m. (JST)
- Venue: Conference Room at Headquarters
138-1 Minamihori, Nagano City, Nagano Prefecture
3. Meeting Agenda Items to be reported:
- Report on the Business Report and Consolidated Financial Statements for the 60th Fiscal Year (April 1, 2022 to March 31, 2023), and the audit results of Consolidated Financial Statements by the financial auditor and the Audit & Supervisory Board
- Report on the Non-consolidated Financial Statements for the 60th Fiscal Year (April 1, 2022 to March 31, 2023)
Items to be resolved:
Proposal No. 1 Appropriation of Retained Earnings
Proposal No. 2 Election of Six Directors
- The Company will hold the General Meeting of Shareholders for this year after taking steps to prevent the further spread of COVID-19, placing the utmost priority on the safety of its shareholders. Please consider whether you will attend this General Meeting of Shareholders on the day after taking into consideration the situation surrounding the spread of the virus and your own health condition at the time the meeting is scheduled to be held. As the proceedings of this General Meeting of Shareholders will be streamed live, please consider viewing that stream as an option.
- Shareholders who will be attending this General Meeting of Shareholders on the day may be asked to wear a mask in light of the situation surrounding the spread of COVID-19.
- The Company has suspended the distribution of gifts at the venue for the General Meeting of Shareholders for this year. Thank you in advance for your understanding.
- If attending the meeting on the day, please submit the voting form at the venue reception.
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In accordance with a revision of the Companies Act, in principle, you are to check items subject to measures for electronic provision by accessing either of the above websites. The decision was made to deliver paper-based documents stating the items only to shareholders who request the delivery of paper-based documents by the record date. However, for this general meeting of shareholders, we have delivered paper-based documents stating the items subject to measures for electronic provision to all shareholders, regardless of whether or not they have requested them.
Among the items subject to measures for electronic provision, in accordance with the provisions of laws and regulations and Article 15 of the Articles of Incorporation of the Company, the following items are not provided in the paper-based documents to be sent. - The "Consolidated Statement of Changes in Equity" and "Notes to Consolidated Financial Statements" in the Consolidated Financial Statements
- The "Statement of Changes in Equity" and "Notes to Non-consolidated Financial Statements" in the Non-consolidated Financial Statements
Accordingly, the Consolidated Financial Statements and Non-consolidated Financial Statements included in these documents constitute part of the documents audited by the financial auditor and the Audit & Supervisory Board Members when preparing the financial audit report and audit report, respectively.
3. If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of the items before and after the revisions will be posted on each of the above websites.
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Reference Documents for the General Meeting of Shareholders
Proposal No. 1 Appropriation of Retained Earnings
The Company positions the return of profits to shareholders as an important policy. While securing the necessary internal reserves to strengthen the quality of management and prepare for future business development, the Company's basic policy is to endeavor toward maintaining a stable dividend.
Year-end dividends
- Type of dividend property To be paid in cash.
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Allotment of dividend property and their aggregate amount ¥30 per common share of the Company
Total dividends: ¥954,212,490
As the Company has already paid an interim dividend of ¥10 per share, the annual dividend, including this interim dividend, will be ¥40 per share. - Effective date of dividends of retained earnings
The effective date of dividends will be June 26, 2023.
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Proposal No. 2 Election of Six Directors
The terms of office of all seven Directors will expire at the conclusion of this meeting. Therefore, the Company proposes the election of six Directors (including three Outside Directors).
The candidates for Director are as follows:
Candidate | Name | Career summary and position and responsibilities in the | Number of the | |
Company | Company's shares | |||
No. | (Date of birth) | |||
(Significant concurrent positions outside the Company) | owned | |||
Apr. 1990 | Joined the Company | |||
June 1995 | Managing Director and General Manager, | |||
Kyushu Branch | ||||
June 1997 | Senior Managing Director and Director of | |||
Mushroom Production Division | ||||
Apr. 2000 | Senior Managing Director and Director of | |||
Management Division | ||||
Apr. 2003 | Senior Managing Director and Director of | |||
Masayoshi Mizuno | Mushroom Sales Division | 599,072 shares | ||
June 2005 | Director and Vice President | |||
(September 18, 1965) | ||||
July 2006 | President (current position) | |||
1 | (Significant concurrent positions outside the Company) | |||
Representative Director & Chairman of Hokuto Industry | ||||
Corporation | ||||
Representative Director & Chairman of HOKTO KINOKO | ||||
COMPANY | ||||
Director of Taiwan Hokuto Corporation | ||||
Director of HOKTO MALAYSIA SDN. BHD. | ||||
Chairman of The Nagano Chamber of Commerce and Industry | ||||
[Reasons for nomination as candidate for Director] | ||||
Masayoshi Mizuno possesses abundant experience and insight acquired through his service as the person overseeing | ||||
key business areas since his appointment as Director. Over the 17 years since his appointment as Representative | ||||
Director, he has appropriately managed and overseen all aspects of management, and therefore the Company has judged | ||||
that he will be able to continue appropriately executing his duties as Director going forward amid the changing | ||||
environment surrounding the Company, and has thus nominated him as a candidate for Director. | ||||
Apr. 1996 | General Manager, Kofu Branch of Yamaichi | |||
Securities Co., Ltd. | ||||
Apr. 1998 | Joined the Company | |||
General Manager of General Affairs | ||||
Department | ||||
June 2001 | Director and Executive Secretary | |||
Tomio Takato | Apr. 2004 | Managing Director and Director of | ||
Management Division | 15,032 shares | |||
(March 10, 1955) | July 2006 | Senior Managing Director and Director of | ||
2 | Management Division (current position) | |||
(Significant concurrent positions outside the Company) | ||||
Audit & Supervisory Board Member of Arden Corporation | ||||
Audit & Supervisory Board Member of Taiwan Hokuto | ||||
Corporation | ||||
Audit & Supervisory Board Member of SUN MEDICA Co., | ||||
Ltd. | ||||
[Reasons for nomination as candidate for Director] | ||||
Tomio Takato possesses abundant experience and knowledge, having served mostly consistently as the person | ||||
overseeing management departments since his appointment as Director. The Company has judged that he will be able to | ||||
continue utilizing his insight to appropriately execute his duties as Director going forward, and has thus nominated him | ||||
as a candidate for Director. |
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Candidate | Name | Career summary and position and responsibilities in the | Number of the | |
Company | Company's shares | |||
No. | (Date of birth) | |||
(Significant concurrent positions outside the Company) | owned | |||
Apr. 1985 | Joined the Company | |||
Apr. 1999 | General Manager, Research and Development | |||
Office, Mushroom General Research Institute | ||||
Apr. 2012 | General Manager of Mushroom General | |||
Research Institute | ||||
Satoshi Inatomi | June 2017 | Director and General Manager of Mushroom | 5,400 shares | |
General Research Institute | ||||
(September 5, 1962) | ||||
Apr. 2019 | Director and Director of Research and | |||
3 | Development Division | |||
Apr. 2023 | Director and Director of Production Division | |||
(current position) | ||||
(Significant concurrent positions outside the Company) | ||||
Director of Arden Corporation | ||||
[Reasons for nomination as candidate for Director] | ||||
Since joining the Company, Satoshi Inatomi has worked in research departments, and his specialized knowledge and | ||||
abundant experience make him a useful human resource for enhancing the corporate value of the Company as an | ||||
integrated mushroom company. Accordingly, the Company has judged that he will be able to continue utilizing his | ||||
insight to appropriately execute his duties as Director going forward, and has thus nominated him as a candidate for | ||||
Director. | ||||
Apr. 1992 | Established Kitamura Legal Office | |||
Sept. 2003 | Representative Partner of Kitamura Legal | |||
Haruo Kitamura | Office, Legal Professional Corporation | |||
(currently Kitamura, Kato, and Sano Legal | - shares | |||
(March 10, 1956) | ||||
Office, Legal Professional Corporation) | ||||
June 2013 | Outside Director of the Company (current | |||
4 | position) | |||
[Reasons for nomination as candidate for outside Director and overview of expected role] | ||||
Haruo Kitamura possesses specialized knowledge, abundant experience, and achievements as an attorney, and he | ||||
participates in decision-making at meetings of the Board of Directors by providing his accurate views on corporate | ||||
governance, such as policies for the management of subsidiaries, from an objective perspective. He does not have | ||||
experience of direct participation in management in the past, but the Company expects that he will continue to fulfill a | ||||
role in supervising the operation of the Company from an objective standpoint that is independent of the executives of | ||||
the Company. | ||||
Apr. 2000 | Joined Coin Ltd. | |||
(currently Cookpad Inc.) | ||||
July 2008 | Executive Officer | |||
July 2010 | Manager of President's Office | |||
July 2011 | Resigned as Executive Officer | |||
Takako Kotake | Feb. 2012 | Left Cookpad Inc. | ||
[Name on family register: | June 2013 | Outside Director of the Company (current | - shares | |
Takako Saito] | position) | |||
(September 6, 1972) | Apr. 2016 | Joined Cookpad Inc. | ||
5 | Managing Director of Public Relations | |||
Department and Corporate Branding | ||||
Department (current position) | ||||
June 2018 | External Director of FURYU Corporation | |||
(current position) | ||||
[Reasons for nomination as candidate for outside Director and overview of expected role] | ||||
Takako Kotake possesses advanced knowledge regarding food and cooking, and she also utilizes her abundant business | ||||
experience to provide views that contribute to vitalizing the operation of the Company, including the perspectives of | ||||
marketing and the creation of a workplace environment that promotes the active participation of women. The Company | ||||
expects that she will continue to fulfill a role in supervising the management of the Company from an objective | ||||
standpoint that is independent of the executives of the Company. |
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Disclaimer
HOKUTO Corporation published this content on 01 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 June 2023 08:14:09 UTC.