ZERIA PHARMACEUTICAL CO., LTD. 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: 4559 June 6, 2023 Start date of measures for providing information in electronic format: June 1, 2023
To Our Shareholders:
Mitsuhiro Ibe, Representative Director, President
Zeria Pharmaceutical Co., Ltd.
10-11, Nihonbashi Kobuna-cho,Chuo-ku, Tokyo, Japan
Notice of the 69th Ordinary Stockholders' General Assembly
We are pleased to announce the 69th Ordinary Stockholders' General Assembly of Zeria Pharmaceutical Co., Ltd. (the "Company"), which will be held as indicated below.
When convening this Stockholders' General Assembly, the Company takes measures for providing information that constitutes the content of reference documents for the Stockholders' General Assembly, etc. (items for which measures for providing information in electronic format are to be taken) in electronic format. This information is posted on the websites stated in "4. Websites Stating the Items Subject to Measures for Providing Information in Electronic Format," so please access those websites to confirm the information.
If you are unable to attend the meeting in person, it is also possible to exercise voting rights through the Internet or in writing. Please review the Reference Documents for the Stockholders' General Assembly and then exercise voting rights using one of the following methods by 6:00 p.m. on Wednesday, June 28, 2023 (JST).
(Exercising Voting Rights Through the Internet)
Please access our website for exercising voting rights (https://www.web54.net) by the deadline stated above and follow the instructions onscreen to indicate your approval or disapproval.
(Exercising Voting Rights in Writing)
Please indicate your approval or disapproval on the Voting Rights Exercise Form, and return it to the Company (by post) so that it arrives no later than the deadline for exercising voting rights stated above.
For those attending the Stockholders' General Assembly on the day, please check your physical condition before attending the venue. Please note that souvenirs will not be provided.
- Date and time: Thursday, June 29, 2023, at 10:00 a.m. (JST)
- Venue: East 21 Hall, 1F, Hotel East 21 Tokyo
6-3-3 Toyo, Koto-ku, Tokyo
3. Purpose of the Meeting Matters to be reported
- Business Report and Consolidated Financial Statements for the 69th Term (from April 1, 2022 to March 31, 2023), as well as the results of audit of the Consolidated Financial Statements by the Accounting Auditors and the Audit & Supervisory Board
-
Non-consolidatedFinancial Statements for the 69th Term (from April 1, 2022 to March 31, 2023)
Matters to be resolved
Proposal No. 1 Appropriation of Surplus
Proposal No. 2 Election of Six Directors of the Board
Proposal No. 3 Election of Three Audit & Supervisory Board Members
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4. Websites Stating the Items Subject to Measures for Providing Information in Electronic Format
Website name and URL | Access method | |
1 | The Company's website: | Please see "69th Ordinary Stockholders' General Assembly" |
https://www.zeria.co.jp/ir/meeting/ (in Japanese) | available on the website on the left. | |
2 | Listed Company Search (Tokyo Stock Exchange): | Enter the issue name (Zeria Pharmaceutical) or securities |
https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show | code (4559) and click "Search," then select "Basic | |
=Show (in Japanese) | Information," "Documents for public inspection/PR | |
information" in that order. | ||
3 | The Portal of Shareholders' Meeting | Access the website to the left, then enter the Voting code/ the |
(Sumitomo Mitsui Trust Bank, Limited): | Portal of Shareholders' Meeting Login ID and password | |
https://www.soukai-portal.net (in Japanese) | described on the Voting Rights Exercise Form. | |
- The websites may be inaccessible at times due to periodic maintenance.
If you are unable to view a website, access another website or try to access it again after some time has elapsed.
- For those attending the meeting on the day, please submit the Voting Rights Exercise Form at the reception desk.
- If revisions to the items subject to measures for providing information in electronic format arise, details of the revisions will be posted on the aforementioned websites.
- Among the items subject to measures for providing information in electronic format, in accordance with the provisions of laws and regulations and Article 18 of the Articles of Incorporation of the Company, the following items are not provided in the paper-based documents delivered to shareholders.
- The Consolidated Statements of Changes in Equity and the Notes to the Consolidated Financial Statements included in the Consolidated Financial Statements
-
The Non-consolidated Statements of Changes in Equity and the Notes to the Non-consolidated Financial Statements included in the Non-consolidated Financial Statements
The documents are part of the documents included in the scope of audits by the Audit & Supervisory Board Members and the Accounting Auditors when they create their respective audit reports.
- Please check the Company's website for notices of any major changes to the operation of the Stockholders' General Assembly. (https://www.zeria.co.jp/) (in Japanese)
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Reference Documents for the Stockholders' General Assembly
Proposals and Reference Information
Proposal No. 1 Appropriation of Surplus
Year-end dividends
The Company has given comprehensive consideration to matters including the business performance of the fiscal year, future business development and the business environment around the Company, and it proposes to pay year- end dividends for the 69th fiscal year as follows:
- Allotment of dividend property to shareholders and their aggregate amount
¥22 per common share of the Company Total payment: ¥969,764,576
(Note) The dividend for the fiscal year, including the interim dividend, will be ¥40 per share, up ¥5 from the previous fiscal year.
- Effective date of dividends of surplus June 30, 2023
Proposal No. 2 Election of Six Directors of the Board
The terms of office of all six Directors of the Board will expire at the conclusion of this meeting. Therefore, the Company proposes the election of six Directors of the Board including three outside Directors of the Board.
The candidates for Director of the Board are as follows:
Candidate | Name | Career summary, position and responsibility in the Company, | Number of the | |
Company's shares | ||||
No. | (Date of birth) | and significant concurrent positions outside the Company | ||
owned | ||||
Mar. 1972 | Joined the Company | |||
Mar. 1972 | Director of the Board | |||
Sachiaki Ibe | Apr. 1978 | Managing Director | ||
1 | Apr. 1981 | Senior Managing Director | 1,592,967 shares | |
March 17, 1941 | ||||
Apr. 1982 | President | |||
June 2014 | Chairman & CEO | |||
(current position) | ||||
Apr. 1994 | Joined The Fuji Bank, Limited | |||
Oct. 2009 | Senior Manager, Corporate Banking | |||
Coordination Department of Mizuho Bank, Ltd. | ||||
Apr. 2010 | Director, Finance & Accounting of the | |||
Company | ||||
June 2010 | Director of the Board, and Director of Finance | |||
& Accounting | ||||
Mitsuhiro Ibe | Apr. 2011 | Director of the Board | ||
2 | In charge of Ethical Products Sales & | 77,900 shares | ||
November 17, 1971 | ||||
Marketing Division, and Consumer Healthcare | ||||
Products Sales & Marketing Division | ||||
June 2011 | Managing Director | |||
In charge of Ethical Products Sales & | ||||
Marketing Division, and Consumer Healthcare | ||||
Products Sales & Marketing Division | ||||
June 2014 | President & COO | |||
(current position) |
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Candidate | Name | Career summary, position and responsibility in the Company, | Number of the | |
Company's shares | ||||
No. | (Date of birth) | and significant concurrent positions outside the Company | ||
owned | ||||
Apr. 1970 | Joined The Tokai Bank, Limited | |||
June 1996 | Director | |||
June 1998 | Managing Executive Officer | |||
Apr. 2001 | Senior Managing Executive Officer | |||
May 2002 | Vice President & Executive Officer of UFJ | |||
Bank Limited | ||||
June 2002 | Representative Director & Vice President | |||
June 2004 | Senior Advisor of UFJ Card Ltd. | |||
Sept. 2005 | Senior Managing Executive Officer of JAPAN | |||
MEDICAL LEASE CORPORATION | ||||
June 2006 | Director & Senior Managing Executive Officer | |||
Tetsuo Komori | of UFJ Central Leasing Co., Ltd. | |||
3 | June 2006 | Substitute Audit & Supervisory Board Member | 7,300 shares | |
January 25, 1948 | of the Company | |||
Apr. 2007 | Senior Managing Director of Mitsubishi UFJ | |||
Lease & Finance Company Limited | ||||
June 2007 | Outside Audit & Supervisory Board Member of | |||
the Company | ||||
June 2009 | Deputy President of Mitsubishi UFJ Lease & | |||
Finance Company Limited | ||||
June 2010 | Representative Director & President of JAPAN | |||
MEDICAL LEASE CORPORATION | ||||
June 2015 | Outside Director of the Board of the Company | |||
(current position) | ||||
June 2015 | Outside Director of NORITAKE CO., | |||
LIMITED |
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Candidate | Name | Career summary, position and responsibility in the Company, | Number of the | |
Company's shares | ||||
No. | (Date of birth) | and significant concurrent positions outside the Company | ||
owned | ||||
May 1966 | Assistant at School of Medicine, Kyushu | |||
University (Bacteriology) | ||||
Oct. 1973 | Assistant Professor at School of Medicine, | |||
Kyushu University (Bacteriology) | ||||
Jan. 1977 | Professor of Cancer Research Center, School of | |||
Medicine, Kyushu University | ||||
Apr. 1982 | Professor, Medical Institute of Bioregulation, | |||
School of Medicine, Kyushu University | ||||
Oct. 1995 | Chairman of The Japan Society for | |||
Transplantation | ||||
Oct. 1997 | Vice Chairman of Incorporated Association | |||
Japan Organ Transplant Network (currently | ||||
Public Interest Incorporated Association Japan | ||||
Organ Transplant Network) | ||||
Apr. 1998 | Director of Medical Institute of Bioregulation, | |||
4 | Kikuo Nomoto | Kyushu University | - | |
June 5, 1936 | Apr. 1998 | Director of Japan Foundation for AIDS | ||
Prevention | ||||
Apr. 2000 | Professor Emeritus of Kyusyu University | |||
(current position) | ||||
Mar. 2001 | Chair of Ethics committee, Japan Health | |||
Sciences Foundation | ||||
Apr. 2004 | Specially Appointed Director (in charge of | |||
medical accident prevention projects), Japan | ||||
Council for Quality Health Care | ||||
Apr. 2011 | Chairman of Incorporated Association Japan | |||
Organ Transplant Network | ||||
Apr. 2011 | Councilor of Japan Foundation for AIDS | |||
Prevention | ||||
(current position) | ||||
June 2017 | Outside Director of the Board of the Company | |||
(current position) |
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Disclaimer
ZERIA Pharmaceutical Co. Ltd. published this content on 26 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 June 2023 08:01:03 UTC.
