LAWSON, INC. (TRANSLATION ONLY)
Securities Code: 2651
May 1, 2024
Commencement of electronic provision: April 25, 2024
To All Shareholders with Voting Rights
Sadanobu Takemasu
President, Representative Director
Lawson, Inc.
11-2, Osaki 1-chome,Shinagawa-ku, Tokyo
NOTICE OF THE 49th ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially notified that the 49th Ordinary General Meeting of Shareholders will be held as follows.
In convening the Ordinary General Meeting of Shareholders, the Company takes measures to provide the materials for the meeting electronically and has posted the "Notice of the 49th Ordinary General Meeting of Shareholders" on the following website providing the agenda materials for the General Meeting of Shareholders and other related materials electronically.
Lawson Website https://www.lawson.co.jp/company/ir/event/meeting/
Electronic agenda materials for the General Meeting of Shareholders and other related materials are posted on the website of the Tokyo Stock Exchange (TSE) as well. Please access the following TSE website (Listed Company Search), enter the issue name (company name) or securities code in the search field, and select "Basic Information (基 本情報)" and then "Documents for Public Inspection/PR Information (縦覧書類／ＰＲ情報)."
TSE website (Listed Company Search) https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
If you do not attend the meeting, please exercise your voting rights using either of the methods described below after examining REFERENCE DOCUMENTS FOR THE GENERAL MEETING OF SHAREHOLDERS attached herein or posted on the website specified above.
[Voting by Electronic Means (Internet, etc.)]
Please exercise your voting rights by 5:45 p.m. on Monday, May 20, 2024, after reading the attached document "Exercising Voting Rights via the Internet, etc."
[Voting in Writing (by Mail)]
Please indicate your approval or disapproval of the matters to be resolved on the Voting Rights Exercise Form enclosed herewith and return it so that it reaches us by 5:45 p.m. on Monday, May 20, 2024. If neither approval nor disapproval is indicated for any matter on the Voting Rights Exercise Form, it will be treated as an indication of approval.
- Date and Time: 10:00 a.m., Tuesday, May 21, 2024
- Venue: Hall C, Tokyo International Forum, 5-1 Marunouchi 3-chome,Chiyoda-ku, Tokyo
- Objectives of the Meeting Reports:
The Business Report, the Consolidated Financial Statements and the Nonconsolidated Financial Statements for the 49th Fiscal Term (from March 1, 2023, to February 29, 2024), and the related Audit Reports
Matters to Be Resolved:
Proposal No. 1: Election of Five (5) Directors
Proposal No. 2: Election of Two (2) Audit and Supervisory Board Members
1
(TRANSLATION ONLY)
- If you attend in person, please present the enclosed Voting Rights Exercise Form at the reception desk on arrival at the meeting. You do not need to enter your approval or disapproval in the Voting Rights Exercise Form if you will attend.
- If you wish to exercise your voting rights by proxy, your proxy is requested to present a document evidencing his/her proxy, such as a power of attorney, together with the Voting Rights Exercise Form in the proxy's own name at the reception desk. (The qualified proxy is limited to one shareholder having voting rights for this meeting as per the relevant provision in the Articles of Incorporation.)
- Please note that we will not provide souvenirs for shareholders attending the General Meeting of Shareholders.
2
(TRANSLATION ONLY)
REFERENCE DOCUMENT FOR THE GENERAL MEETING OF SHAREHOLDERS
Proposal No. 1: Election of Five (5) Directors
The terms of office of all five (5) Directors expire at the conclusion of this 49th Ordinary General Meeting of Shareholders. Accordingly, we propose the election of five (5) Directors.
The Company has endeavored to ensure management transparency and fairness, and has a rule to appoint Independent Directors equaling one-third or more of the Board's composition. If this proposal is approved and passed, there will be five (5) Directors of the Company after the meeting of shareholders, of which two (2) will be Outside Directors. All of the Outside Directors are "Independent Directors/Audit and Supervisory Board Members." Therefore, we propose that you continue to elect Independent Directors equaling one-third or more of the Board's composition.
The candidates for Directors are as stated in the following table. Please refer to pages 4 to 8 for the brief personal histories of the indicated candidates.
Furthermore, please refer to page 13 for the policy and procedures of the Company's Board of Directors for nominating candidates for Directors.
Board of | ||||
Directors' | ||||
No. | Name | Position at the Company, etc. | meeting | |
attendance | ||||
rate | ||||
1 | Sadanobu Takemasu | President and CEO, | Reappointment | 100% |
Representative Director | ||||
Executive Managing | ||||
2 | Masayuki Itonaga | Officer, Member of the | Reappointment | 100% |
Board | ||||
3 | Miki Iwamura | Member of the Board | Reappointment, outside, | 93.3% |
independent | ||||
4 | Satoko Suzuki | Member of the Board | Reappointment, outside, | 100% |
independent | ||||
5 | Shota Kondo | - | New appointment | - |
Notes:
- Ms. Miki Iwamura's legal name is Miki Oku.
- Positions at the Company, etc., are as of April 18, 2024.
3
No.
1
(TRANSLATION ONLY)
Brief Personal History, Position, Assignment and Important Concurrent Positions
Sadanobu Takemasu
(August 12, 1969)
Reappointment
■ Number of the Company's
shares held:
12,800
■ Attendance at Board of
Directors' meetings 15 out of 15 (100%)
■ Years in office 10 years (as of the conclusion of the meeting of shareholders)
April 1993
June 2010
May 2014
March 2016
June 2016
March 2017
September 2017
February 2019
March 2019
March 2020
Joined Mitsubishi Corporation
Executive Assistant to President and Chief Executive Officer, Corporate Administration Department and Corporate Strategy and Planning Department, Mitsubishi Corporation
Senior Executive Vice President, Representative Director, Division Director of Corporate Sales Division ― Lawson Mart, Lawson, Inc.
Senior Executive Vice President, Representative Director
- Corporate Staff Divisions; SEIJO ISHII, Natural Lawson and Lawson Store100 Business; Overseas Business; and Entertainment and Consumer Service Business, and Division Director of Corporate Sales and Store Development Division, Lawson, Inc.
President and COO, Representative Director, Lawson, Inc.
President and CEO, Representative Director, and Division Director of Marketing Division, Lawson, Inc.
President and CEO, Representative Director, Chairman of the Board, CHO, and Division Director of Entertainment Business Division, Lawson, Inc.
President and CEO, Representative Director, Chairman of the Board, CHO, and Division Director of Marketing Division, Lawson, Inc.
President and CEO, Representative Director, Chairman of the Board, CHO, and Division Director of Marketing Strategy Division, Lawson, Inc.
President and CEO, Representative Director, Chairman of the Board, and CHO, Lawson, Inc.
March 2021 | President and CEO, Representative Director, Chairman of the |
Board, and CSO, Lawson, Inc. (Current position) |
Reasons for nomination as Director
Mr. Sadanobu Takemasu has been nominated as a candidate for Director of the Company as he has led the entire Group with a focus on the domestic convenience store business, as well as contributed to the improvement of corporate value and the achievement of sustainable corporate management as President and CEO, Representative Director, Chairman of the Board, and CSO of Lawson, Inc. We would like to continue to benefit from his management and supervision of the Company by leveraging his experience.
Particular conflicts of interest between the Candidate and Lawson, Inc.
There are no particular conflicts of interest between the Candidate and Lawson, Inc.
4
No.
2
(TRANSLATION ONLY)
Brief Personal History, Position, Assignment and Important Concurrent Positions
Masayuki
Itonaga
April 1990
March 1995 August 1997
December 2000
January 2006
Joined Mitsubishi Corporation
Trade Finance Team, International Finance Department, Mitsubishi Corporation
Accounting Department, Kansai Branch, Mitsubishi Corporation
Seconded to Bridgestone Sales (Thailand) Co., Ltd. in Thailand
as Financial and Administrative Director
Assistant General Manager, Administration Department, Living Essentials Group, Mitsubishi Corporation
(February 7, 1967)
Reappointment
■ Number of the Company's shares held: 100
■ Attendance at Board of
Directors' meetings 14 out of 14 (100%)
■ Years in office
Two years (as of the conclusion of the meeting of shareholders)
April 2012 | Seconded to Princes Limited in the U.K. |
as Group Corporate Control Director | |
March 2016 | Deputy General Manager, Administration Department, |
Metals Group, Mitsubishi Corporation | |
March 2018 | Representative Director, President and CEO, Mitsubishi |
Corporation Financial and Management Services (Japan) Ltd. | |
April 2022 | Financial Administration Division, Lawson, Inc. |
May 2022 | Executive Vice President, Member of the Board and CFO, |
Lawson, Inc. | |
March 2023 | Executive Managing Officer, Member of the Board and CFO, |
Lawson, Inc. (Current position) |
Reasons for nomination as Director
Mr. Masayuki Itonaga is a Director, Executive Managing Officer, Member of the Board and CFO of the Company and is responsible for the Company's finance and accounting, business risk management, investor relations (IR), and purchasing management. He has been nominated as a candidate for Director as we would like to continue to benefit from his management and supervision of the Company by leveraging his experience.
Particular conflicts of interest between the Candidate and Lawson, Inc.
There are no particular conflicts of interest between the Candidate and Lawson, Inc.
5
No.
3
Miki Iwamura
(October 24, 1965)
Reappointment, outside, independent
■ Number of the Company's
shares held:
1,100
■ Attendance at Board of
Directors' meetings 14 out of 15 (93.3%)
■ Years in office
Six years (as of the conclusion of the meeting of shareholders)
(TRANSLATION ONLY)
Brief Personal History, Position, Assignment and Important Concurrent Positions
April 1988 | Joined Dentsu Inc. (currently Dentsu Group Inc.) |
October 1995 | Joined Booz Allen Hamilton Inc. |
October 2001 | Associate Professor (Management Strategy, Marketing |
Strategy), Nihon University | |
July 2003 | Brand CEO of Mimiso NY, Richemont Japan K.K. |
July 2007 | Chief Marketing Officer, Google Japan Inc. (currently |
Google Japan G.K.) | |
May 2015 | Managing Director, APAC Brand and Marketing, CMO |
Japan, Google G.K. | |
May 2018 | Outside Director, Lawson, Inc. (Current position) |
May 2019 | Vice President, APAC & Japan Marketing, Google G.K. |
(Current position) | |
April 2021 | Executive Vice President, University of Tokyo (Current |
position) |
Reasons for nomination as Outside Director and expected roles
Ms. Miki Iwamura has been nominated as a candidate for Outside Director, as she has deep insight into management, marketing, and brand reinforcement using digital big data through business execution as Vice President, APAC & Japan Marketing, Google G.K. In addition, she has been proactively making suggestions and disseminating information on workstyle reforms and the promotion of women's advancement in the workplace. We have been receiving her proactive opinions and suggestions regarding the Company's management at Board of Directors' meetings, and we would like to continue to benefit from her supervision of the Company's management by leveraging her experience.
Ms. Iwamura serves as a member of the Company's Nomination and Compensation Advisory Committee, which consists exclusively of non-executive directors and part- time outside Audit and Supervisory Board members. She has also been registered as an Independent Director/Audit and Supervisory Board Member with the Tokyo Stock Exchange, Inc., pursuant to the rules specified by the exchange.
Particular conflicts of interest between the Candidate and Lawson, Inc.
There are no particular conflicts of interest between the Candidate and Lawson, Inc. Ms. Miki Iwamura's legal name is Miki Oku.
6
No.
4
Satoko Suzuki
(November17, 1977)
Reappointment, outside, independent
■ Number of the Company's
shares held:
600
■ Attendance at Board of
Directors' meetings 15 out of 15 (100%)
■ Years in office
Four years (as of the conclusion of the meeting of shareholders)
(TRANSLATION ONLY)
Brief Personal History, Position, Assignment and Important Concurrent Positions
April 1999 | Joined Nihon L'Oreal KK |
September 2006 | Joined Boston Consulting Group K.K. |
September 2011 | Lecturer, Graduate School of Management, Kyoto |
University | |
April 2016 | Associate Professor, Graduate School of Management, |
Kyoto University | |
April 2017 | Associate Professor, The School of International Corporate |
Strategy at the Graduate School of Business Administration, | |
Hitotsubashi University [Associate Professor, School of | |
Internatinoal Corporate Strategy, Hitotsubashi University | |
Business School] | |
May 2020 | Outside Director, Lawson, Inc. (Current position) |
June 2022 | Outside Director, Stanley Electric Co., Ltd. (Current |
position) | |
September 2023 | Professor, School of Internatinoal Corporate Strategy, |
Hitotsubashi University Business School (Current position) |
Reasons for nomination as Outside Director and expected roles
Ms. Satoko Suzuki has been nominated as a candidate for Outside Director, as she has a wealth of academic knowledge on consumer behavior, marketing and brand management. She has also served as a member of public and private committees related to "hospitality management" and "globalization of service industry," published many papers, presented at academic conferences and received awards. We have been receiving her proactive opinions and suggestions regarding the Company's management at Board of Directors' meetings, and we would like to continue to benefit from her supervision of the Company's management by leveraging her experience.
Ms. Suzuki serves as a member of the Company's Nomination and Compensation Advisory Committee, which consists exclusively of non-executive directors and part-time outside Audit and Supervisory Board members. She has also been registered as an Independent Director/Audit and Supervisory Board Member with the Tokyo Stock Exchange, Inc., pursuant to the rules specified by the exchange.
Particular conflicts of interest between the Candidate and Lawson, Inc.
There are no particular conflicts of interest between the Candidate and Lawson, Inc.
7
No.
5
Shota Kondo
(September 27, 1967)
New appointment
■ Number of the Company's
shares held:
-
(TRANSLATION ONLY)
Brief Personal History, Position, Assignment and Important Concurrent Positions
April 1991 | Joined Mitsubishi Corporation |
April 1996 | Seconded to Diamond Gas Holdings Sendirian Berhad |
(Kuala Lumpur) | |
August 2000 | Seconded to Malaysia LNG Tiga Sdn. Bhd. (Kuala Lumpur) |
August 2002 | Australia Project Unit, Natural Gas Business Div., |
Mitsubishi Corporation | |
September 2006 | Energy Business Group CEO Office, Mitsubishi Corporation |
April 2009 | Corporate Planning Dept., Mitsubishi Corporation |
May 2013 | General Manager, Russia Business Dept., Natural Gas |
Business Div., Mitsubishi Corporation | |
April 2016 | General Manager, Shale Gas Business Dept., Natural Gas |
Business Div., Mitsubishi Corporation | |
April 2017 | General Manager, Canada Oil & Gas Business Dept., |
Energy Resources Div. B, Mitsubishi Corporation | |
April 2019 | General Manager, Houston Branch, Mitsubishi Corporation |
(Americas) | |
(Concurrently) General Manager, Houston Branch, | |
Mitsubishi International Corporation | |
April 2020 | General Manager, Natural Gas Group CEO Office, |
Mitsubishi Corporation | |
April 2021 | Senior Vice President, General Manager, Natural Gas Group |
CEO Office, Mitsubishi Corporation | |
April 2022 | Senior Vice President, General Manager, Corporate Strategy |
& Planning Dept., Mitsubishi Corporation | |
April 2024 | Executive Vice President, Group CEO, Smart Life Creation |
Group, Mitsubishi Corporation (Current position) |
Reasons for nomination as Director
Mr. Shota Kondo has been nominated as a candidate for Director, as he has a wealth of knowledge on businesses in the energy field, as well as on corporate management in general including management strategy, through his duties at Mitsubishi Corporation, the parent company of Lawson, Inc., and his secondment to overseas subsidiaries and investees of Mitsubishi Corporation. We would like to benefit from his supervision of the Company's management by leveraging his experience.
Particular conflicts of interest between the Candidate and Lawson, Inc.
There are no particular conflicts of interest between the Candidate and Lawson, Inc.
Notes:
- In accordance with Article 24 of the current Articles of Incorporation, Lawson, Inc. has concluded liability limitation agreements with Ms. Miki Iwamura and Ms. Satoko Suzuki. Under the liability limitation agreement concluded with the Company, Directors (excluding those who are executive directors, etc.) assume liability for damages specified in Article 423, Paragraph 1 of the Companies Act within a limit not exceeding the amount stipulated by laws and regulations, provided that they have performed duties which resulted in a cause of such liability in good faith without gross negligence. The Company plans to enter into a similar liability limitation agreement with Mr. Shota Kondo upon his election and assumption of office as a Director.
- The Company has entered into indemnity agreements as prescribed under Article 430-2, Paragraph 1 of the Companies Act with all of its Directors and Audit and Supervisory Board Members, whereby the Company shall indemnify the expenses set forth in item (i) of the said Paragraph and the losses set forth in item (ii) of the said Paragraph within the limits prescribed by laws and regulations. The Company plans to enter into a similar indemnity agreement with Mr. Shota Kondo upon his election and assumption of office as a Director.
- The Company has concluded corporate officer liability insurance (D&O insurance) contract designating its Directors and Audit and Supervisory Board Members as the insured. The insurance contract covers damages such as indemnities and contentious expenses based on the legal liability for damages incurred by the insured due to
8
(TRANSLATION ONLY)
actions taken by the insured as an officer of the Company. If each of the candidates is elected and assumes office as a Director, all of such Directors will be insured under the said insurance contract. The term of the insurance contract is one (1) year, and it is scheduled to be renewed by resolution of the Board of Directors before the expiration of the term.
4. The information in nominees' Brief Personal Histories, Positions, Assignments and Important Concurrent Positions is current as of April 18, 2024.
9
(TRANSLATION ONLY)
Proposal No. 2: Election of Two (2) Audit and Supervisory Board Members
The terms of office of Shuichi Imagawa, Audit and Supervisory Board Member, and Keiko Yoshida, Audit and Supervisory Board Member, expire at the conclusion of this 49th Ordinary General Meeting of Shareholders. Accordingly, we propose that you elect two (2) Audit and Supervisory Board Members.
The consent of the Audit and Supervisory Board has been obtained for this proposal. The candidates for Audit and Supervisory Board Members are as stated below.
Furthermore, please refer to page 13 for the policy and procedures of the Company's Board of Directors for nominating candidates for Audit and Supervisory Board Members.
No.
1
Shuichi Imagawa
(September 4, 1958)
Reappointment
■ Number of the Company's
shares held:
5,694
■ Attendance at Board of
Directors' meetings 15 out of 15 (100%)
■ Attendance at Audit & Supervisory Board meetings
17 out of 17 (100%)
■ Years in office Four years (as of the conclusion of the meeting of shareholders)
Brief Personal History, Position and Important Concurrent Positions
December 1984 | Joined Lawson West Japan Inc. (currently Lawson, Inc.) |
January 2002 | General Manager, Product Support Department, Product and |
Logistics Division, Lawson, Inc. | |
September 2007 | Director and Senior Vice President, and Branch Manager of |
Lawson Kinki, Lawson, Inc. | |
March 2009 | Senior Vice President and Marketing Group Leader, Lawson, |
Inc. | |
March 2013 | Executive Vice President, and COO of CVS Group, Lawson, |
Inc. | |
May 2013 | Executive Vice President, and Vice President of CVS |
Company, Lawson, Inc. | |
March 2015 | Executive Vice President, and Division Director of Sales |
Strategy Division, Lawson, Inc. | |
March 2017 | Executive Managing Officer ―Compliance and Risk |
Management, and Human Resources, Lawson, Inc. | |
May 2020 | Audit and Supervisory Board Member (full-time), Lawson, |
Inc. (Current position) |
Reasons for nomination as Audit and Supervisory Board Member
Mr. Shuichi Imagawa has been nominated as a candidate for Audit and Supervisory Board Member, as he has been responsible for compliance and risk management as well as human resources strategy of the Lawson Group as an officer in charge of compliance and risk management and human resources after serving as manager in charge of the Store Operation Division, Product and Logistics Division, branch manager, vice president of CVS Company in Japan and then division director of the Sales Strategy Division at Lawson, Inc. While contributing to compliance and risk management of the Lawson Group, he also has considerable expertise in convenience store business and franchise business, and has been appropriately auditing the execution of duties of directors. He is therefore expected to continue to sufficiently fulfill the role of an Audit and Supervisory Board Member.
Particular conflicts of interest between the Candidate and Lawson, Inc.
There are no particular conflicts of interest between the Candidate and Lawson, Inc.
10
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Lawson Inc. published this content on 24 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 April 2024 01:41:07 UTC.
