Translation
Note: This document is an excerpt translation of the original Japanese document and is only for reference purposes. In the event of any discrepancy between this translated document and the original Japanese document, the latter shall prevail.
Securities Code: 9843 June 2, 2023 (Date of commencement of electric provision measures: May 24, 2023)
To our shareholders:
Toshiyuki Shirai,
Representative Director & President
Nitori Holdings Co., Ltd.
1-2-39 Shinkotoni 7-jo,Kita-ku,Sapporo-shi,
Hokkaido
Notice of the 51st Annual General Meeting of Shareholders
Please be informed that the 51st Annual General Meeting of Shareholders of Nitori Holdings Co., Ltd. (the "Company") will be held as indicated below.
When 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 under the title "Notice of the 51st Annual General Meeting of Shareholders."
The Company's website https://www.nitorihd.co.jp/en/ir/shareholder/shareholder_meeting.html
In addition to the website shown above, this information also has been posted on the website below.
Tokyo Stock Exchange website (TSE) (Listed Company Search) https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the TSE website above, enter "Nitori Holdings" in the "Issue name (company name)" field or our stock exchange code "9843" in the "Code" field, and click on "Search" to find search results. Then, click on "Basic information" and "Documents for public inspection/PR information" in this order to find "[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting]."
In place of attending the Meeting in person, you may exercise your voting rights in writing, via the internet or other means. Please review the attached Reference Documents for the General Meeting of Shareholders, and exercise your voting rights following the guidance below by 6:00 p.m. on Wednesday, June 21, 2023 (JST).
1. Date and Time: Thursday, June 22, 2023, at 10.00 a.m. (JST)
(Due to the record date change, this date is one month later than last year.)
2. Venue:Conference Room, 6th floor, Sapporo Head Office of the Company 1-2-39 Shinkotoni 7-jo,Kita-ku,Sapporo-shi, Hokkaido
3. Purpose of the Meeting Matters to be reported
- The Business Report and the Consolidated Financial Statements for the 51st fiscal year (from February 21, 2022 to March 31, 2023), and the results of audits of the Consolidated Financial Statements by the Financial Auditor and the Audit & Supervisory Committee
- The Non-consolidated Financial Statements for the 51st fiscal year (from February 21, 2022 to March 31, 2023)
Matters to be resolved
Proposal No. 1: Election of Nine (9) Directors (Excluding Directors who are Audit & Supervisory Committee Members)
Proposal No. 2: Election of One (1) Director who is Audit & Supervisory Committee Member
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- If you attend the Meeting in person, please present the enclosed voting form at the reception.
- The original Japanese version of the paper copy to be delivered to shareholders who made a request for delivery of documents does not include the "Consolidated Statement of Changes in Equity," "Notes to Consolidated Financial Statements," "Non-consolidated Statement of Changes in Equity" and "Notes to Non-consolidated Financial Statements" pursuant to the provisions of laws and regulations and the Article 16, paragraph 2 of the Company's Articles of Incorporation. Accordingly, the said paper copy constitutes only part of the documents audited by the Audit & Supervisory Committee and the Financial Auditor in preparing audit reports.
- If any corrections are made to the matters subject to electronic provision measures, the original and revised versions of those matters will be posted (in Japanese only) on each website where the documents are posted.
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Reference Documents for the General Meeting of Shareholders
Proposal No.1: Election of Nine (9) Directors (Excluding Directors who are Audit & Supervisory Committee Members)
The terms of office of all 9 Directors (excluding Directors who are Audit & Supervisory Committee Members; applicable to the rest of this proposal) will expire at the conclusion of this General Meeting. In addition, Sadayuki Sakakibara resigned as Director as of October 1, 2022. Therefore, the Company proposes the election of nine (9) Directors. Regarding this proposal, the Audit & Supervisory Committee has judged that all the candidates for Directors are qualified for the role.
The candidates for Directors are as follows:
Current positions | Attendance at | ||||
Candidate No. | Name | and responsibilities | meetings of the | ||
in the Company | Board of Directors | ||||
Representative | 14 out of 14 | ||||
1 | [Reappointment] | Akio Nitori | Director & | meetings | |
Chairperson | (100%) | ||||
Representative | 14 out of 14 | ||||
2 | [Reappointment] | Toshiyuki Shirai | meetings | ||
Director & President | |||||
(100%) | |||||
Director, Executive | 14 out of 13 | ||||
3 | [Reappointment] | Fumihiro Sudo | Officer & Vice | meetings | |
President | (92.9%) | ||||
Director, Executive | 14 out of 14 | ||||
4 | [Reappointment] | Fumiaki Matsumoto | Officer & Vice | meetings | |
President | (100%) | ||||
Director | |||||
General Manager of | |||||
Global | |||||
Merchandising | 14 out of 14 | ||||
Division | |||||
5 | [Reappointment] | Masanori Takeda | meetings | ||
General Manager of | |||||
(100%) | |||||
Global Sales | |||||
Promotion Office | |||||
In charge of Overseas | |||||
Sales Business | |||||
Director | 14 out of 14 | ||||
General Manager of | |||||
6 | [Reappointment] | Hiromi Abiko | meetings | ||
HR Education | |||||
(100%) | |||||
Division | |||||
14 out of 14 | |||||
7 | [Reappointment] | Takaaki Okano | Director | meetings | |
(100%) | |||||
[Reappointment] | 14 out of 14 | ||||
8 | [Outside] | Yoshihiko Miyauchi | Outside Director | meetings | |
[Independent] | (100%) | ||||
[Reappointment] | 14 out of 14 | ||||
9 | [Outside] | Naoko Yoshizawa | Outside Director | meetings | |
[Independent] | (100%) |
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Candidate | Name | Career summary, position and responsibility in the Company, and significant | Number of | |
the Company's | ||||
No. | (Date of birth) | concurrent positions outside the Company | ||
shares owned | ||||
Mar. 1972 | Founded the Company, Senior Managing Director | |||
May 1978 | Representative Director & President of the Company | |||
Feb. 2003 | Director of Marumitsu Co., Ltd. (currently Nitori Furniture Co., | |||
Ltd.) | ||||
Nov. 2009 | Representative Director & Chairperson of Nitori Public Co., Ltd. | |||
May 2010 | Chairperson of DECOHOME CHINA Co., Ltd. | |||
Aug. 2010 | Representative Director & President of Nitori Co., Ltd. | |||
Representative Director & President of Home Logistics Co., Ltd. | ||||
Aug. 2011 | Representative Director & President of Nitori Facility Co., Ltd. | |||
May 2012 | Director & Chairperson of Nitori USA, Inc. | |||
May 2014 | Representative Director & Chairperson of Nitori Co., Ltd. (current | |||
position) | ||||
Representative Director & Chairperson of Home Logistics Co., | ||||
Ltd. | ||||
Representative Director & Chairperson of Nitori Facility Co., Ltd. | ||||
Feb. 2016 | Representative Director & Chairperson (CEO) of the Company | |||
(current position) | ||||
Akio Nitori | May 2016 | Outside Director of KOHNAN SHOJI CO., LTD. | ||
June 2016 | Chairperson of NITORI (CHINA) HOLDING Co., Ltd. | |||
(March 5, 1944) | ||||
Mar. 2017 | Director & Senior Advisor of Nitori Public Co., Ltd. | |||
[Reappointment] | May 2017 | Director & Senior Advisor of Home Logistics Co., Ltd. (current | ||
1 | Attendance at | position) | 3,410,482 | |
Outside Director of IZUMI Co., Ltd. | shares | |||
meetings of the | ||||
Apr. 2018 | Director & Senior Advisor of HOME DECO CO., LTD. (current | |||
Board of | ||||
Directors: | position) | |||
14 out of 14 | Dec. 2018 | Director & Founder of N Plus Co., Ltd. | ||
meetings (100%) | Feb. 2020 | Representative Director & Chairperson of N Plus Co., Ltd. | ||
(current position) | ||||
Representative Director & Chairperson of Nitori Furniture Co., | ||||
Ltd. (current position) | ||||
Mar. 2020 | Representative Director & Chairperson of Nitori Public Co., Ltd. | |||
(current position) | ||||
Apr. 2022 | Representative Director & Chairperson of Nitori Digital Base Co., | |||
Ltd. (current position) |
Reasons for nomination as candidate for Director:
The candidate founded the Company in 1972 and since then, aiming to achieve the Company's Roman (vision), "to provide the foundation of prosperous home living to the global community," and while always making the most of his excellent foresight and strong leadership, has led Nitori to grow from being one furniture store to one of Japan's top home furnishing chains. The Company proposes the election of the candidate for Director, believing him to be qualified to continue as a Director that takes responsibility of decision making related to management policies and corporate strategy and supervisory functions regarding business execution.
Special interest between the candidate and the Company:
There is no special interest between Akio Nitori and the Company.
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Candidate | Name | Career summary, position and responsibility in the Company, and significant | Number of | |
the Company's | ||||
No. | (Date of birth) | concurrent positions outside the Company | ||
shares owned | ||||
Apr. 1979 | Joined the Company | |||
May 2001 | Director of the Company | |||
May 2004 | Managing Director of the Company | |||
May 2008 | Senior Managing Director of the Company | |||
May 2010 | Director & Senior Managing Executive Officer of the Company | |||
Aug. 2010 | Director of Nitori Co., Ltd. | |||
Director of Home Logistics Co., Ltd. | ||||
Dec. 2010 | Director & General Manager of Merchandising Division of Nitori | |||
Co., Ltd. | ||||
May 2012 | Director of Nitori USA, Inc. | |||
May 2014 | Representative Director & Executive Vice President of the | |||
Company | ||||
Representative Director & President of Nitori Co., Ltd. | ||||
Representative Director & President of Home Logistics Co., Ltd. | ||||
Representative Director & President of Nitori Facility Co., Ltd. | ||||
Mar. 2015 | Representative Director & President of Nitori Public Co., Ltd. | |||
Toshiyuki Shirai | May 2015 | Representative Director & Chairperson of Home Logistics Co., | ||
(December 21, | Ltd. | |||
1955) | Feb. 2016 | Representative Director & President of the Company (current | ||
[Reappointment] | position) | |||
2 | Mar. 2017 | Representative Director & Chairperson of Nitori Public Co., Ltd. | 42,190 | |
Chairperson of NITORI (CHINA) HOLDING Co., Ltd. | ||||
Attendance at | shares | |||
meetings of the | Representative Director & Chairperson of HOME DECO CO., | |||
Board of | ||||
LTD. | ||||
Directors: | ||||
Apr. 2017 | Chairperson of Nitori Taicang Trading & Logistics Co. Ltd. | |||
14 out of 14 | ||||
June 2017 | Director of KATITAS Co., Ltd. (current position) | |||
meetings (100%) | ||||
Dec. 2018 | Director of N Plus Co., Ltd. (current position) | |||
Mar. 2019 | Director of NITORI FURNITURE Co., Ltd. (current position) | |||
Feb. 2020 | Director of Nitori Co., Ltd. (current position) | |||
Chairperson of SIAM NITORI CO., LTD. (Thailand) | ||||
Mar. 2020 | Director of Nitori Public Co., Ltd. (current position) | |||
July 2020 | Director of Home Logistics Co., Ltd. (current position) |
Reasons for nomination as candidate for Director:
The candidate has had a broad range of business experience such as being involved in store operations, personnel, product development, logistics, and overseas business, and has abundant experience and knowledge related to overall management of the Group gained from serving positions such as Representative Director & President of Nitori Co., Ltd. from May 2014 to February 2020, and Representative Director & President of the Company from February 2016. Accordingly, the Company proposes the election of the candidate for Director.
Special interest between the candidate and the Company:
There is no special interest between Toshiyuki Shirai and the Company.
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Nitori Holdings Co. Ltd. published this content on 24 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 May 2023 08:20:07 UTC.