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.
(Stock Exchange Code 7613)
March 6, 2024
To Shareholders with Voting Rights:
Shiro Murai
Chairman
SIIX Corporation
1-4-9,Bingo-machi,Chuo-ku, Osaka
NOTICE OF THE 32ND ANNUAL GENERAL SHAREHOLDER'S MEETING
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially notified of the 32nd Annual General Shareholder's Meeting of SIIX Corporation (the "Company"). The meeting will be held for the purposes described below.
In convening the meeting, the Company has taken measures for electronic provision. Electronic provision measures matters are posted on the website presented below as "Notice of the 32nd Annual General Shareholder's Meeting."
The Company's website:https://www.siix.co.jp/en/ir/stock/soukai/
In addition to the above website, they are posted on the website presented below as well. Tokyo Stock Exchange's website:
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=ShowPlease access the above Tokyo Stock Exchange's website, enter the name or the stock exchange code of the
Company, press "Search," select "Basic information," and then select "Documents for public inspection/PR information" to see them.
In lieu of attending the meeting in person, you can exercise your voting rights in writing or via the Internet, etc. Please review the Reference Documents for the General Shareholder's Meeting provided in the electronic provision measures matters, and exercise your voting rights in the manner described hereafter by 5:30 p.m. (Japan time) on Tuesday, March 26, 2024.
1. Date and Time: Wednesday, March 27, 2024 at 10:00 a.m. Japan time
2. Place: | Banquet Hall SAN, on 2nd floor of CITYPLAZA OSAKA at |
2-31, Honmachibashi, Chuo-ku, Osaka |
3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements and
Non-consolidated Financial Statements for the Company's 32nd Fiscal Year (January 1, 2023 - December 31, 2023)
2. Results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board
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Proposals to be resolved:
Proposal 1: Appropriation of Surplus
Proposal 2: Partial Amendments to the Articles of Incorporation
Proposal 3: Election of Eleven (11) Directors
Proposal 4: Election of One (1) Audit & Supervisory Board Member
Proposal 5: Revision of the Amount of Remuneration, etc. for Directors
〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
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When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
The reception desk is scheduled to open at 9:00 a.m. - Should the electronic provision measures matters require revisions, details of the revisions will be posted on the websites they are on.
- Please note that the Company does not distribute gifts to shareholders who attend the meeting.
- Pursuant to the provisions of laws and regulations and Article 15 of the Articles of Incorporation of the Company, the following items are not included in the documents sent to the shareholders who requested delivery of a hard copy of the documents. Accordingly, the said documents are part of the documents audited by the Audit & Supervisory Board Member and the Accounting Auditor when they prepared audit reports.
- Matters regarding establishment of a system to ensure the appropriateness of operations of a stock company
- Overview of the operational status of a system to ensure the appropriateness of operations of a stock company
- Consolidated Statements of Changes in Net Assets
- Notes to the Consolidated Financial Statements
- Non-consolidatedStatements of Changes in Net Assets
- Notes to the Non-consolidated Financial Statements
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Procedures for Exercise of Voting Rights
You can exercise your voting rights in either of the three ways described below.
Please examine the "Reference Documents for the General Shareholder's Meeting" provided in electronic provision measures matters before exercising your voting rights.
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Attending the Shareholder's Meeting
When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
Date and Time: | Wednesday, March 27, 2024 |
10:00 a.m. Japan time (reception starts at 9:00 a.m.) |
- Exercising voting rights in writing
Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form and return it by mail. The completed form must reach us no later than the below voting deadline. If there is no indication of a vote for or against the proposals on the Voting Right Exercise Form, it will be treated as an indication of a vote for the proposals.
Voting deadline: | Tuesday, March 26, 2024 |
5:30 p.m. Japan time |
- Exercising voting rights via the Internet
Please use your smartphone, PC, etc. to access the Exercise of Voting Rights Website. Follow the instructions shown on the screen to indicate your votes for or against the proposals.
Please see "Guide to Exercise Voting Rights via the Internet" on the next page for details.
Voting deadline: | Tuesday, March 26, 2024 |
5:30 p.m. Japan time |
- If you have exercised your voting rights both via the Internet, etc. and in writing, only the vote exercised via the Internet, etc. will be valid. Also, if you have exercised your voting rights more than once via the Internet, etc., the last vote will be valid.
- Any charges related to the Internet use (connection fees, communication fees, etc.) shall be borne by shareholders.
- You may not be able to use the Internet option depending on your internet access environment, the subscribed service, or the device used.
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Exercise via the Electronic Voting Platform (for institutional investors)
Institutional investors may use the "Electronic Voting Platform" operated by ICJ, Inc. to electronically exercise the voting rights for this General Shareholder's Meeting.
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Exercise via the Electronic Voting Platform (for institutional investors)
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Guide to Exercise Voting Rights via the Internet
Deadline for voting via the Internet:
5:30 p.m. (Japan time) on Tuesday, March 26, 2024
- Exercising Voting Rights using your smartphone, etc.
-
Read the QR code printed on the Voting Rights Exercise Form.
*QR Code is a registered trademark of DENSO WAVE INCORPORATED. - Tap the "To Exercise Voting Rights" button on the top screen of the General Shareholder's Meeting Portal.
- The top screen of Smart Exercise® will be displayed. Follow the instructions shown on the screen to indicate your votes.
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Read the QR code printed on the Voting Rights Exercise Form.
- Exercising Voting Rights using your PC, etc.
Please access the website at the following URL and log in by entering your login ID and password printed on the Voting Rights Exercise Form. Follow the instructions shown on the screen to indicate your votes after login.
General Shareholder's Meeting Portal: https://www.soukai-portal.net(Japanese only)
Exercise of Voting Rights Website continues to be available: https://www.web54.net(Japanese only)
Notes:
- If you wish to change the content of your votes after exercising your voting rights, please enter the "Exercise of Voting Rights Code" and the "Password" printed on the Voting Rights Exercise Form.
- If you have exercised your voting rights both via the Internet, etc. and in writing, only the vote exercised via the Internet, etc. will be valid. Also, if you have exercised your voting rights more than once via the Internet, etc., the last vote will be valid.
- Voting via the Internet is not available due to maintenance from 0:00 to 5:00 on the first Monday of January, April, July, and October.
Inquiries:
Stock transfer agency service web support desk, Sumitomo Mitsui Trust Bank, Limited:
Tel 0120-652-031(9:00 - 21:00)
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Reference Documents for the General Shareholder's Meeting
Proposals and References
Proposal 1: Appropriation of Surplus
Matters concerning the year-end dividend
In line with the basic policy of ensuring continuous and stable profit distribution to shareholders, the Company proposes the year-end dividend for the fiscal year under review as described below, taking into consideration the internal reserves for future business development and reinforcement of the management base, as well as our business results for the fiscal year under review.
- Type of dividend property Cash
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Matters concerning the allotment of dividend property to shareholders and the total amount thereof
In light of the Company's business results for the fiscal year under review and future business development, the Company proposes the payment of a dividend of 28 yen per share.
(Total dividend payment: 1,318,082,500 yen)
As a result, the Company's annual dividend will be 44 yen per share including the interim dividend of 16 yen per share paid in September 2023. - Effective date of dividend from surplus March 28, 2024
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Proposal 2: Partial Amendments to the Articles of Incorporation
1. Reasons for the proposal
In order to prepare for future business expansion and strategic business development of the Company, the addition of the content of the purpose shall made to (Purpose) Article 3 of the current Articles of Incorporation, and the addition shall be made to the existing businesses listed as the purpose at the same time.
2. Details of amendments
The details of the amendments are as follows.
(Amended parts are underlined.) | |||||
Current Articles of Incorporation | Proposed Amendments | ||||
(Purpose) | (Purpose) | ||||
Article 3 | The purpose of the Company shall be to | Article 3 | The purpose of the Company shall be to | ||
engage in the following businesses. | engage in the following businesses. | ||||
1. Export, import and sale of the following | 1. Manufacturing,export, import and sale of the | ||||
products: | following products: | ||||
(1) | Electronic and electrical components and | (1) | Electronic and electrical components and | ||
materials; | materials; | ||||
(2) | Computer peripherals and parts thereof; | (2) | Computer peripherals and parts thereof; | ||
(3) | Household electric products, | (3) | Household electric products, | ||
communications equipment, office | communications equipment, office | ||||
equipment, and parts thereof; | equipment, and parts thereof; | ||||
(4) | Parts and electronic components for | (4) | Parts and electronic components for | ||
motorcycles and automobiles; | motorcycles and automobiles; | ||||
(5) | Inorganic industrial chemicals, organic | (5) | Inorganic industrial chemicals, organic | ||
industrial chemicals, and fertilizer; | industrial chemicals, and fertilizer; | ||||
(6) | Pharmaceuticals, quasi-pharmaceutical | (6) | Pharmaceuticals, quasi-pharmaceutical | ||
products, veterinary pharmaceuticals, | products, veterinary pharmaceuticals, | ||||
medical devices, feedstuff, feed additives, | medical devices, feedstuff, feed additives, | ||||
food additives, and agrochemicals; | food additives, and agrochemicals; | ||||
(7) | Printing equipment, photoengraving | (7) | Printing equipment, photoengraving | ||
equipment, photographic equipment, | equipment, photographic equipment, | ||||
acoustical equipment, color control | acoustical equipment, color control | ||||
equipment, and other measuring devices; | equipment, and other measuring devices; | ||||
(8) | Printing materials, photoengraving materials, | (8) | Printing materials, photoengraving materials, | ||
photographic materials, and acoustical | photographic materials, and acoustical | ||||
materials; | materials; | ||||
(9) | Various types of printing ink and varnish; | (9) | Various types of printing ink and varnish; | ||
(10) Alcoholic drinks, food products and drinking | (10) Alcoholic drinks, food products and drinking | ||||
water; | water; | ||||
(11) Products and processed goods related to all | (11) Products and processed goods related to all | ||||
of the abovementioned products. | of the abovementioned products. | ||||
2. - 6. | (Omitted) | 2. - 6. (No change) | |||
7. Worker dispatching services | 7. Worker dispatching undertakings | ||||
(Newly established) | 8. Paid employment placement services | ||||
8.Rental and management of real estate | 9.Rental and management of real estate | ||||
9.Any businesses incidental to the above items | 10.Any businesses incidental to the above items |
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Proposal 3: Election of Eleven (11) Directors
The terms of office of all nine (9) Directors will expire at the conclusion of this General Shareholder's Meeting.
Accordingly, aimed at further strategic expansion of business and sustainable growth of the Company, the election of eleven (11) Directors is proposed, including two new appointments.
The candidates for Directors have qualified for the election based on the report made by the Nomination and Remuneration Advisory Committee.
The candidates for Directors are as follows.
Messrs. Shinsuke Takatani, Susumu Omori, Nao Yoshizawa and Ms. Yasuko Fujii are candidates for Outside Directors.
No. | Name | Current positions and | Attendance at Board of | |
responsibilities at the | ||||
Directors meeting | ||||
Company | ||||
1 | Shiro Murai | Reappointment | Chairman, Executive | 100% |
Officer | (16/16 meetings) | |||
2 | Koji Yanase | Reappointment | President, Executive | 100% |
Officer | (16/16 meetings) | |||
Director & Executive | ||||
3 | Seiji Ono | Reappointment | Officer, General Manager, | 100% |
Finance & Accounting | (16/16 meetings) | |||
Department | ||||
Director & Executive | ||||
Officer, General Manager, | ||||
4 | Toru Maruyama | Reappointment | General Affairs | 100% |
Department, General | (16/16 meetings) | |||
Manager, Tokyo General
Affairs Department
5 | Hiroaki Takagi | Reappointment |
6 | Kazuya Hiraoka | New appointment |
7 | Fukiko Iguchi | Reappointment |
Director & Executive
Officer, in charge of
Global Engineering
Executive Officer, in
charge of China
Director & Executive
Officer, Head of
Secretariat Office, in
charge of CSR
100%
(16/16 meetings)
-
100%
(13/13 meetings)
Reappointment | 100% | |||
8 | Shinsuke Takatani | Outside Director | Outside Director | |
(16/16 meetings) | ||||
Independent Officer | ||||
Reappointment | 100% | |||
9 | Susumu Omori | Outside Director | Outside Director | |
(16/16 meetings) | ||||
Independent Officer | ||||
Reappointment | 100% | |||
10 | Nao Yoshizawa | Outside Director | Outside Director | |
(16/16 meetings) | ||||
Independent Officer | ||||
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No. | Name | Current positions and | Attendance at Board of | |
responsibilities at the | ||||
Directors meeting | ||||
Company | ||||
Yasuko Fujii | New appointment | Outside Audit & | 100% | |
11 | Outside Director | Supervisory Board | ||
(Current name: Hikita) | (13/13 meetings) | |||
Independent Officer | Member | |||
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No. Name (Date of birth)
Reappointment
Number of
Past experience, positions, responsibilities and significant concurrent positions shares of the Company held
April 1952 | Joined SAKATA SHOKAI Co., Ltd. (currently SAKATA INX |
CORPORATION) | |
May 1970 | Director, SAKATA SHOKAI Co., Ltd. |
June 1985 | Director and Vice President, SAKATA SHOKAI Co., Ltd. |
February 1988 | Concurrently served as President, The Inx Group Ltd. |
June 1992 | President of the Company |
March 2003 | Chairman & CEO of the Company |
March 2005 | Chairman & CEO, Executive Officer of the Company |
March 2014 | Chairman, Executive Officer of the Company (to present) |
1 Shiro Murai1,408,727 (September 10, 1928)
Attendance at Board of
Directors meeting
16/16 meetings
[Reasons for nomination as candidate for Director]
As the founder of the Company, Mr. Shiro Murai has long exercised his strong leadership in steering the management of the Company, and he has established its business model as it is today. With his excellent analytical skills in understanding international conditions of politics and macroeconomics, he demonstrates his managerial ability underpinned by the exceptionally deep insights, directing and leading the Group at a high standard towards the Company's sustained growth.
Accordingly, the Company believes that he is well qualified for the position of Director, and therefore proposes his reappointment.
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No. Name (Date of birth)
Reappointment
Number of
Past experience, positions, responsibilities and significant concurrent positions shares of the Company held
April 1990 | Joined SAKATA INX CORPORATION |
December 1991 | Singapore Representative Office, SAKATA INX |
CORPORATION | |
April 2012 | Manager, Related Business Department of the Company |
January 2014 | Executive Officer, in charge of Europe Area of the Company |
Managing Director, SIIX Europe GmbH | |
September 2019 | Executive Officer, in charge of Global Sales & Europe Area of |
the Company | |
March 2020 | President, Executive Officer of the Company (to present) |
2 | Koji Yanase | 20,881 |
(December 10, 1967) |
Attendance at Board of
Directors meeting
16/16 meetings
[Reasons for nomination as candidate for Director]
Since joining the Company, Mr. Koji Yanase has produced great results in terms of developing good relationships with major customers of the Company and closing transactions with its new customers, at the forefront of sales. Having years of experience working overseas, he provided appropriate direction on the occasion of commencing transaction with a large new customer in Europe. He is also well-versed in the management infrastructure such as business practices, logistics and IT at factories, and he is expected to further grow the Company in the future. Accordingly, the Company believes that he is well qualified for the position of Director, and therefore proposes his reappointment.
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Siix Corporation published this content on 01 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 March 2024 11:12:47 UTC.