TAKARA HOLDINGS INC. 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.
Securities Code: 2531 June 2, 2023
To our shareholders:
Mutsumi Kimura Director and President
TAKARA HOLDINGS INC.
20 Naginataboko-cho,Shijo-dori Karasuma Higashi-iru,
Shimogyo-ku, Kyoto, Japan
Notice of the 112th Annual General Meeting of Shareholders
We write to inform you that the 112th Annual General Meeting of Shareholders of TAKARA HOLDINGS INC. (the "Company") will be held as indicated below.
When convening this general meeting, the Company takes measures for providing in electronic format information that constitutes the content of Reference Documents for the General Meeting of Shareholders, Business Report, Consolidated Financial Statements, Non-consolidated Financial Statements, etc. (items for which measures for providing information in electronic format are to be taken), and posts this information as "Notice of the 112th Annual General Meeting of Shareholders" and "Other Items Provided Electronically for the Notice of the 112th Annual General Meeting of Shareholders (Items Omitted from Paper-Based Documents Delivered)" on the following Company's website on the Internet. Please access the website to review the information.
https://ir.takara.co.jp/ja/Stock/StockholderMtg.html (in Japanese)
If you are unable to attend the meeting in person, you may exercise your voting rights by either via the Internet or in writing (by mail). Please review the Reference Documents for General Meeting of Shareholders and exercise your voting rights by Wednesday, June 28, 2023, at 5:30 p.m. (JST).
[Voting via the Internet]
Please review the "Instructions on Exercise of Voting Rights via the Internet" (page 3) (in Japanese only) and enter your approval or disapproval of the proposals by the voting deadline indicated above.
[Voting in writing (by mail)]
Please indicate your approval or disapproval of the proposals in the voting form and return it so that your vote is received by the voting deadline indicated above.
* We will not prepare souvenirs for shareholders who attend the meeting.
- Date and time: Thursday, June 29, 2023, at 10:00 a.m. (JST)
- Venue: RIHGA Royal Hotel Kyoto, 2nd floor, "Shunju"
1-Taimatsu-cho,Shiokoji-sagaru,HigashiHorikawa-dori,Shimogyo-ku, Kyoto
3. Purpose of the Meeting Matters to be reported:
- The Business Report and the Consolidated Financial Statements for the 112th fiscal year (from April 1, 2022 to March 31, 2023), and the results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board
-
The Non-consolidated Financial Statements for the 112th fiscal year (from April 1, 2022 to March 31, 2023)
Matters to be resolved:
Proposal No. 1 Appropriation of Surplus
Proposal No. 2 Election of Seven Directors
Proposal No. 3 Election of One Audit & Supervisory Board Member - 1 -
- If you attend the meeting in person, please present the voting form at the venue's reception. The reception desk is scheduled to open at 9:00 a.m.
- Among the items subject to measures for electronic provision, in accordance with the provisions of laws and regulations and the Articles of Incorporation of the Company, the following items are not provided in the paper-based documents delivered to shareholders who have made a request for delivery of such documents. Accordingly, the delivered documents are part of the documents that were audited by the Audit & Supervisory Board Members and the Accounting Auditor in preparing their respective audit reports.
- "Overview of Systems to Ensure Properness of Operations and Outline of Management of such Systems" and "Basic Guidelines on Company's Control" in the Business Report
- "Consolidated Statement of Changes in Equity" and "Notes to the Consolidated Financial Statements" in the Consolidated Financial Statements
- "Statement of Changes in Equity" and "Notes to the Non-consolidated Financial Statements" in the Non-consolidated Financial Statements
- If a voting form is submitted without indicating your vote for or against a proposal, you will be deemed to have approved that proposal.
-
In addition to the Company's website on the Internet listed on page 1, items subject to measures for electronic provision are also posted on the following websites on the Internet.
Website for the information of materials for the General Meeting of Shareholders https://d.sokai.jp/2531/teiji/ (in Japanese)
Tokyo Stock Exchange website (Listed Company Search) https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese) - Should the items subject to the measures for electronic provision, including the Reference Documents for General Meeting of Shareholders, require revisions, a message to that effect and items before and after revision will be posted on the Company's website on the Internet, listed on page 1, as well as on the website for the information of materials for the General Meeting of Shareholders and the website of Tokyo Stock Exchange on the Internet stated above.
- The Company participates in "electronic voting platforms" for institutional investors operated by ICJ Inc.
- In addition to the items mentioned above, if any items to be communicated to our shareholders occur, a message to that effect will be posted on the Company's website on the Internet listed on page 1.
- 2 -
Reference Documents for General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1 Appropriation of Surplus
The Company views proactive profit returns to shareholders as one of its important management issues, and returns are provided after comprehensive consideration of a range of factors that include business performance, financial position and future business development.
In accordance with this policy, for the fiscal year under review, the Company proposes to increase the amount of a year-end dividend by ¥1 from the previous fiscal year, and pay ¥38 per share as follows:
Year-end dividends
- Type of dividend property Cash
-
Allotment of dividend property to shareholders and their aggregate amount ¥38 per common share of the Company
Total amount of dividend: ¥7,512,756,978 - Effective date of dividends of surplus June 30, 2023
- 3 -
Proposal No. 2 Election of Seven Directors
The terms of office of six Directors, Mutsumi Kimura, Hideo Takahashi, Koichi Nakao, Keisuke Mori, Masako Tomotsune and Tomoko Kawakami will expire at the conclusion of this meeting. In addition, Director Toshihiko Yoshida passed away on August 20, 2022 and retired from his post.
Therefore, the Company proposes the election of seven Directors.
This proposal has undergone deliberation by the Nomination and Compensation Committee. The candidates for Director are as follows:
Please refer to page 9 for details of the expertise and experience of the candidates for Director (skills matrix), and pages 11 and 12 for the criteria for candidates for Director and the independence criteria for outside officers established by the Company.
Candidate | Career summary, position and responsibility in the Company, | Number of the | ||
Name, date of birth, etc. | Company's shares | |||
no. | and significant concurrent positions outside the Company | |||
owned | ||||
Apr. 1985 | Joined the Company | |||
Apr. 2002 | Director of Takara Bio Inc. | |||
June 2004 | Managing Director of Takara Bio Inc. | |||
June 2007 | Senior Managing Director of Takara Bio Inc. | |||
May 2009 | Director and Vice President of Takara Bio Inc. | |||
June 2009 | Representative Director and Vice President of | |||
Takara Bio Inc. | ||||
June 2014 | Director of the Company | |||
Senior Managing Director of Takara Shuzo Co., | ||||
Ltd. | ||||
June 2016 | Representative Director and Vice President of | |||
the Company | ||||
Senior Managing Director of Takara Shuzo Co., | ||||
Ltd. | ||||
June 2017 | Representative Director and Vice President of | |||
Mutsumi Kimura | the Company | |||
Director of Takara Shuzo Co., Ltd. | ||||
[Reelection] | ||||
July 2017 | Representative Director and Vice President of | |||
February 3, 1963 | ||||
the Company | ||||
Relationship of special interest | Representative Director and President of Takara | |||
Shuzo International Co., Ltd. | 95,200 shares | |||
1 | in the Company: None | |||
Director of Takara Shuzo Co., Ltd. | ||||
Attendance at the Board of | June 2018 | Representative Director and President of the | ||
Company | ||||
Directors meeting during the | ||||
Representative Director and President of Takara | ||||
fiscal year under review: 14 of | ||||
Shuzo International Co., Ltd. | ||||
14 | ||||
Director of Takara Shuzo Co., Ltd. | ||||
Apr. 2020 | Representative Director and President of the | |||
Company | ||||
Director of Takara Shuzo Co., Ltd., | ||||
Director of Takara Shuzo International Co., Ltd. | ||||
June 2022 | Representative Director and President of the | |||
Company | ||||
Director of Takara Shuzo Co., Ltd., | ||||
Director of Takara Shuzo International Co., | ||||
Ltd., | ||||
Director of Takara Bio Inc. | ||||
(to the present) | ||||
Significant concurrent positions outside the Company | ||||
Director of Takara Shuzo Co., Ltd. | ||||
Director of Takara Shuzo International Co., Ltd. | ||||
Director of Takara Bio Inc. |
- 4 -
Candidate | Career summary, position and responsibility in the Company, | Number of the | ||
Name, date of birth, etc. | Company's shares | |||
no. | and significant concurrent positions outside the Company | |||
owned | ||||
Reasons for nomination as candidate for Director | ||||
Mutsumi Kimura has displayed leadership as Representative Director of the Company, possesses abundant experience | ||||
and track records in the areas of management planning, finance, accounting, etc., of the Group and experience engaging | ||||
in overseas business, and meets the criteria for candidates for Director established by the Company. Therefore, the | ||||
Company nominated him as a candidate to continue serving as a Director. | ||||
Apr. 1985 | Joined the Company | |||
June 2016 | Executive Officer of Takara Shuzo Co., Ltd. | |||
June 2017 | Executive Officer of the Company | |||
Hideo Takahashi | June 2018 | Director of the Company | ||
[Reelection] | Audit & Supervisory Board Member of Takara | |||
December 7, 1961 | Shuzo Co., Ltd. | |||
June 2020 | Director of the Company | |||
Relationship of special interest | Audit & Supervisory Board Member of Takara | |||
in the Company: None | Shuzo Co., Ltd., | 22,500 shares | ||
Audit & Supervisory Board Member of Takara | ||||
2 | Attendance at the Board of | Shuzo International Co., Ltd. | ||
Directors meeting during the | June 2021 | Director of the Company | ||
fiscal year under review: 14 of | June 2022 | Managing Director of the Company | ||
14 | (to the present) | |||
Current responsibility in the Company | ||||
In charge of Personnel, General Affairs and Public Relations & | ||||
Investor Relations | ||||
Reasons for nomination as candidate for Director | ||||
Hideo Takahashi possesses abundant experience and track records in areas of human resources, etc., of the Group, and | ||||
meets the criteria for a candidate for Director established by the Company. Therefore, the Company nominated him as a | ||||
candidate to continue serving as a Director. | ||||
Apr. 1985 | Joined the Company | |||
Koichi Nakao | Apr. 2002 | Director of Takara Bio Inc. | ||
June 2003 | Managing Director of Takara Bio Inc. | |||
[Reelection] | ||||
June 2004 | Senior Managing Director of Takara Bio Inc. | |||
June 16, 1962 | ||||
June 2007 | Representative Director and Vice President of | |||
Relationship of special interest | Takara Bio Inc. | |||
May 2009 | Representative Director and President of Takara | 23,800 shares | ||
in the Company: See below | ||||
Bio Inc. | ||||
Attendance at the Board of | June 2009 | Director of the Company | ||
Representative Director and President of Takara | ||||
Directors meeting during the | ||||
Bio Inc. | ||||
fiscal year under review: 14 of | ||||
(to the present) | ||||
3 | 14 | |||
Significant concurrent positions outside the Company | ||||
Representative Director and President of Takara Bio Inc. | ||||
Reasons for nomination as candidate for Director | ||||
Koichi Nakao possesses abundant experience and a track record at the bio business of the Group, and meets the criteria | ||||
for candidates for Director established by the Company. Therefore, the Company nominated him as a candidate to | ||||
continue serving as a Director. | ||||
Relationship of special interest in the Company | ||||
The Company has the following transactions with Takara Bio Inc., where he serves as Representative Director. | ||||
- Licensing of the Company's trademarks | ||||
- Consigned operations and maintenance, consigned development, equipment rental, and sales of equipment, software | ||||
and supplies related to information systems | ||||
- Office (part of building owned by Takara Bio Inc.) rental |
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Disclaimer
Takara Holdings Inc. published this content on 29 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 May 2023 07:37:03 UTC.
