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 4968)
June 4, 2025
Nobuyuki Takagi
Representative Director and President and Executive Officer
ARAKAWA CHEMICAL INDUSTRIES, LTD.
1-3-7, Hiranomachi, Chuo-ku, Osaka, Japan
NOTICE OF THE 95th ANNUAL GENERAL MEETING OF SHAREHOLDERSDear Shareholders:
You are cordially notified of the 95th Annual General Meeting of Shareholders of ARAKAWA CHEMICAL INDUSTRIES, LTD. (the "Company"). The meeting will be held for the purposes as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for electronic provision and thus posted the matters regarding measures for electronic provision on the following website on the Internet as the "NOTICE OF THE 95th ANNUAL GENERAL MEETING OF SHAREHOLDERS."
The Company's website: https://www.arakawachem.co.jp/en/ir/
In addition to the above, the information is also posted on the following website.
Tokyo Stock Exchange (TSE) website https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the above TSE website, enter or search for the Company name or stock exchange code and select "Basic information" and then "Documents for public inspection/PR information" to find the information.
In lieu of attending the meeting, you can exercise your voting rights via the Internet or in writing as stated in the Guidance on Exercise of Voting Rights on page 3, so in this case please review the Reference Documents for the General Meeting of Shareholders included in the matters regarding measures for electronic provision, and exercise your voting rights no later than 5:30 p.m. on Tuesday, June 24, 2025, Japan time.
1. | Date and Time: | Wednesday, June 25, 2025 at 10:00 a.m. Japan time (Reception opens from 9:00 a.m. Japan time.) | |
2. | Place: | 2F CITYPLAZA OSAKA, SAN 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 95th Fiscal Year (April 1, 2024 - March 31, 2025) | |
2. | Results of audits by the Accounting Auditor and the Audit & Supervisory Committee of the Consolidated Financial Statements for the Company's 95th Fiscal Year | ||
Proposals to be resolved: | |||
Proposal 1: | Appropriation of Surplus | ||
Proposal 2: | Partial Amendment to the Articles of Incorporation | ||
Proposal 3: | Election of 6 Directors (excluding Directors who are Audit & Supervisory | ||
Committee Members)
When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
Among the matters regarding measures for electronic provision, principal business activities, key sales offices and plants, the situation of employees, key lenders, and other important matters concerning the current situation of the Group, the situation of Accounting Auditor, the basic policy on internal control and status of operations, Consolidated Statements of Changes in Equity, Notes to the Consolidated Financial Statements, Non-consolidated Statements of Changes in Equity, and Notes to the Non-consolidated Financial Statements are not included in the documents delivered to shareholders in accordance with the provisions of laws and regulations and Article 15, Paragraph 2 of the Articles of Incorporation of the Company. In addition, the Audit & Supervisory Committee and the Accounting Auditor have completed their audits of the documents subject to audit, including the above matters.
If revisions to the matters regarding measures for electronic provision arise, the revised versions will be posted on the Company's website and the TSE website.
Guidance on the Exercise of Voting Rights Exercise of Voting Rights via the Internet, etc.:Please access the website for the exercise of voting rights (https://evote.tr.mufg.jp/) and enter your vote for or against for each proposal no later than 5:30 p.m. Japan Time on Tuesday, June 24, 2025.
For details, please see the "Guidance on Exercise of Voting Rights via the Internet, etc." on the next page.
For shareholders using a smartphone
If you exercise your voting rights via smartphone, you can log in to the website without entering the Login ID and the Temporary Password.
Exercise of Voting Rights in Writing:Please indicate your consent/dissent for the proposals on the enclosed Voting Rights Exercise Form and return it to us so that it arrives no later than 5:30 p.m. Japan Time on Tuesday, June 24, 2025. If neither consent nor dissent for a proposal is indicated on the Voting Rights Exercise Form, it shall be deemed as an indication of consent.
Handling of a voting right exercised multiple times
If you have exercised a voting right both via the Internet and in writing, the content of the voting right exercised via the Internet will be considered valid.
If you have exercised a voting right more than once via the Internet, only the last vote will be considered effective.
Please submit the enclosed Voting Rights Exercise Form at the reception desk on the day of the meeting. (Reception opens from 9:00 a.m. Japan time.)
Guidance on Exercise of Voting Rights via the Internet, etc.If you exercise your voting rights via the Internet, etc., please use your smartphone, personal computer, or other methods to access the website for the exercise of voting rights (https://evote.tr.mufg.jp/) designated by the Company, and exercise your voting rights by following the instructions on the screen.
Deadline for the exercise of voting rights: No later than 5:30 p.m. Japan Time on Tuesday, June
24, 2025
* Please note that no votes can be accepted from 2:30 a.m. to 4:30 a.m.
If you log in to the website by scanning a QR Code:Scanning the QR Code for Login will allow you to log in to the website without the need for entering the Login ID and the Password.
Scan the QR Code for Login printed at the lower right of the enclosed Voting Rights Exercise Form using your smartphone.
* QR Code is a registered trademark of Denso Wave Incorporated.
After that, follow the instructions on the screen and select Approval or Disapproval.
Website for the exercise of voting rights: https://evote.tr.mufg.jp/
Access the above website for the exercise of voting rights with a PC or smartphone.
Enter the Login ID and the Temporary Password printed on the Voting Rights Exercise Form and click on the Log in button.
Enter the Login ID and the Temporary Password.
Click the Log in button.
After that, follow the instructions on the screen and select Approval or Disapproval.
Mitsubishi UFJ Trust and Banking Corporation Stock Transfer Agency Division (Help Desk)
Phone: 0120-173-027 (toll-free, within Japan)(Hours: 9:00 a.m. to 9:00 p.m.)
If you have exercised a voting right more than once via the Internet, only the last vote will be considered effective. If you have exercised a voting right both on a PC and on a smartphone, only the last vote will be considered effective.
Notes
You will be notified of your new Login ID and Temporary Password every time a General Meeting of Shareholders is convened.
Any fees incurred for accessing the website for the exercise of voting rights (such as Internet connection fees) will be borne by shareholders.
Institutional shareholders who have applied in advance to use the electronic voting platform operated by ICJ, Inc. may use the platform to exercise their voting rights.
Reference Documents for the General Meeting of Shareholders Proposals and References Proposal 1: Appropriation of SurplusThe Company's basic policy is to maintain a stable, continuous dividend while proactively implementing shareholder return measures.
In order to strengthen management foundations and achieve sustainable growth, the Company intends to actively utilize internal reserves to ensure the soundness of its financial position, invest in research and development, make capital investments, and strengthen Group systems to facilitate synergies in developing technology and customer demand, etc., and shall thus endeavor to enhance business performance.
Under these policies, the Company proposes to pay a year-end dividend of 25 yen per share, one (1) yen up per share from the initial forecast, after having considered comprehensively the business performance of the Company and in order to respond to the ongoing support of its shareholder. As a result, the annual dividend for the fiscal year under review will total 49 yen per share including an interim dividend of 24 yen.
-
Items Related to the Year-end Dividend
Proposal 2: Partial Amendment to the Articles of Incorporation
(1) Type of dividend property
Cash
(2) Items related to the allocation of dividend property to shareholders and its total amount
25 yen per common share Total of 495,969,725 yen
(3) Date the distribution of surplus comes into effect
June 26, 2025
Reasons for the amendment
In order to properly arrange the business objectives of the Company and enable the Company to respond flexibly to future business developments, some business objectives shall be added to Article 2 (Purpose) of the current Articles of Incorporation.
Details of the amendments
(Changes are underlined)
Current Articles of Incorporation
Proposed amendments
(Purpose)
Article 2 The purpose of the Company shall be to engage in the following businesses:
(Purpose)
Article 2 The purpose of the Company shall be to engage in the following businesses:
Collection, refining, and processing of pine oleoresin and general forest products, as well as manufacture, sale and import/export of these chemical products.
Manufacture, sale, and import/export of various paints, oils, resins, pharmaceuticals, industrial chemicals, and fragrances
Manufacture, sale, contract processing, and import/export of general merchandise incidental to any of the preceding items
Provision of technical information, sale of manufacturing technology, and sale and installation of manufacturing equipment related to any of the preceding items
Leasing and purchase & sale of real estate
Any businesses incidental to or related to any of the preceding items
(Unchanged)
Manufacture, sale, contract processing, and import/export of various paints, oils, resins, pharmaceuticals, quasi-pharmaceuticals, industrial chemicals, food products, cosmetics, pesticides, agricultural materials, forestry materials, and fragrances, as well as raw materials for these products
(Unchanged)
(Unchanged)
(Unchanged)
(Unchanged)
The terms of office of all 7 Directors (excluding Directors who are Audit & Supervisory Committee Members) will expire at the conclusion of this year's Annual General Meeting of Shareholders. Accordingly, the election of 6 Directors (excluding Directors who are Audit & Supervisory Committee Members) is proposed.
The candidates were decided by the Board of Directors upon the receipt of the report issued by the Nomination Advisory Committee.
The candidates for Directors (excluding Directors who are Audit & Supervisory Committee Members) are as follows:
No.
Name
Positions and responsibilities in the Company
1
Reappointment
Nobuyuki Takagi
Representative Director and President and Executive Officer; General Manager, Business
H.Q.
2
Reappointment
Toru Nobuhiro
Managing Director and Executive Officer; in charge of Administration and KIZUNA
Promotion
3
Reappointment
Takumi Okazaki
Director and Executive Officer; in charge of Production, Research and Development,
Quality Assurance, Environment and Security
4
Reappointment
Nobuyuki Fuke
Director and Executive Officer; General Manager, Corporate Planning H.Q. and
Corporate Planning Department
5
Reappointment
Non-executive Director
Outside
Elizabeth Masamune
Independent
6
Reappointment
Non-executive Director
Outside
Toshiya Koyama
Independent
No.
Name (Date of birth)
Past experience, positions and significant concurrent positions
Number of
shares of the Company held
1
Nobuyuki Takagi (November 1, 1964) Reappointment
April 1988
Joined the Company
34,300
June 2018
Director; General Manager, Coating Chemicals Division,
Business H.Q.
April 2019
Director; General Manager, Management Planning Department
April 2020
Director; in charge of Strategic Purchasing; General Manager,
Management Planning Department
April 2021
Director; in charge of Strategic Purchasing and Business
Strategy; General Manager, Management Planning Department
June 2022
Managing Director; in charge of Strategic Purchasing and Business Strategy; General Manager, Management Planning
Department
April 2023
Managing Director; in charge of Strategic Purchasing; General Manager, Corporate Planning H.Q. and Corporate Planning
Department
June 2023
Senior Managing Director; in charge of Strategic Purchasing and Environment; General Manager, Corporate Planning H.Q. and
Corporate Planning Department
April 2024
Representative Director and President; General Manager,
Business H.Q.
April 2025
Representative Director and President and Executive Officer;
General Manager, Business H.Q. (incumbent)
[Reason for nomination as candidate for Director]
Mr. Nobuyuki Takagi has been involved in research, sales, and planning departments, and after serving as General Manager of Strategic Purchasing Division, Director and General Manager of Coating Chemicals Division, Business H.Q., Managing Director and General Manager of Corporate Planning H.Q., and Senior Managing Director and General Manager of Corporate Planning H.Q., currently serves as Representative Director and President and Executive Officer and General Manager of Business H.Q., and possesses abundant experience in regard to the overall management of the Group and business management. The Company has judged that he will be able to utilize this experience to continue playing a sufficient role in the enhancement of the Group's corporate value and growth into a true global company, and has therefore
renominated him as a candidate for Director.
Name (Date of birth)
Past experience, positions and significant concurrent positions
Number of
shares of the Company held
2
Toru Nobuhiro (July 21, 1960)
Reappointment
April 1984
Joined the Company
76,640
June 2008
Director; General Manager, Administrative Management Division; General Manager, Financial & Accounting Department, Administrative Management Division; General Manager, Data Processing Department, Administrative
Management Division
October 2010
Director; General Manager, Administrative Management Division; General Manager, Data Processing Department,
Administrative Management Division
April 2014
Director; General Manager, Management Planning Department
June 2015
Managing Director; in charge of Purchasing; General Manager,
Management Planning Department
April 2016
Managing Director; Chief Strategy Officer (Strategic Purchasing
and Management Planning); General Manager, Management Planning Department
April 2018
Managing Director; in charge of Strategic Purchasing; General
Manager, Management Planning Department
April 2019
Managing Director; in charge of Strategic Purchasing; and
SHIFT Promotion
April 2020
Managing Director; in charge of SHIFT Promotion; General
Manager, Administrative H.Q.
April 2021
Managing Director; in charge of KIZUNA Promotion; General
Manager, Administrative H.Q.
April 2024
Managing Director; in charge of Administration and KIZUNA
Promotion
April 2025
Managing Director and Executive Officer; in charge of
Administration and KIZUNA Promotion (incumbent)
[Reason for nomination as candidate for Director]
Mr. Toru Nobuhiro has been involved in overseeing administration departments as a whole over many years, and after serving as general manager of the management planning department, currently serves as Managing Director and Executive Officer in charge of Administration, and possesses abundant experience in regard to the overall management of the Group and business management. The Company has judged that he will be able to utilize this experience to continue playing a sufficient role in the enhancement of the Group's corporate value and growth into a true global company, and has therefore
renominated him as a candidate for Director.
Name (Date of birth)
Past experience, positions and significant concurrent positions
Number of
shares of the Company held
3
Takumi Okazaki (March 1, 1962) Reappointment
April 1984
Joined the Company
19,200
April 2017
Officer, the Company; Representative Director and President,
KOATSU CHEMICAL INDUSTRIES, LTD.
April 2019
Officer; General Manager, Coating Chemicals Division,
Business H.Q., the Company
April 2021
Officer; General Manager, Business Strategy Division
April 2022
Officer; General Manager, R&D Center; General Manager,
Research and Development H.Q.
June 2022
Director; in charge of Quality Assurance; General Manager, R&D Center; General Manager, Research and Development
H.Q.
June 2023
Director; in charge of Quality Assurance and Security; General Manager, R&D Center; General Manager, Research and
Development H.Q.
April 2024
Director; in charge of Production, Quality Assurance, Environment and Security; General Manager, Research and
Development H.Q.
April 2025
Director and Executive Officer; in charge of Production,
Research and Development, Quality Assurance, Environment and Security (incumbent)
[Reason for nomination as candidate for Director]
Mr. Takumi Okazaki has been involved in the research and development department over many years, has served as President of a subsidiary, General Manager of Coating Chemicals Division, General Manager of Business Strategy Division and Research and Development H.Q. He currently serves as Director and Executive Officer and possesses abundant experience in regard to the research and development department, business strategies and overall management. The Company has judged that he will be able to utilize this experience to continue playing a sufficient role in the
enhancement of the Group's corporate value and growth into a true global company, and has therefore renominated him as a candidate for Director.
Name (Date of birth)
Past experience, positions and significant concurrent positions
Number of
shares of the Company held
4
Nobuyuki Fuke (November 25, 1975) Reappointment
April 1998
Joined the Company
6,700
April 2023
Officer; Deputy Head of Administrative H.Q.; General Manager,
Human Resources Department
April 2024
Officer; General Manager, Corporate Planning H.Q. and
Corporate Planning Department
June 2024
Director; General Manager, Corporate Planning H.Q. and
Corporate Planning Department
April 2025
Director and Executive Officer; General Manager, Corporate
Planning H.Q. and Corporate Planning Department (incumbent)
[Reason for nomination as candidate for Director]
Mr. Nobuyuki Fuke has been involved in administration and overseas business including serving as President of a subsidiary. He currently serves as Director and Executive Officer and General Manager of Corporate Planning H.Q. and possesses abundant experience in regard to the overall management of the Group and business management. The Company has judged that he will be able to utilize this experience to continue playing a sufficient role in the enhancement of the Group's corporate value and growth into a true global company, and has therefore renominated him as a candidate for
Director.
5
Elizabeth Masamune (April 5, 1960)
January 1987
Joined Australian Trade Commission, Australian Embassy (Tokyo)
3,200
April 1996
Counsellor, Australian Embassy (Jakarta)
April 1999
Counsellor, Australian Embassy (Hanoi)
August 2002
Counsellor, Australian Embassy (Seoul)
August 2007
Minister; Australian Embassy, General Manager; Australian
Trade Commission (Tokyo)
October 2011
General Manager; Northeast Asia, Australian Trade Commission
(Sydney)
September 2013
General Manager; Trade Headquarters, Australian Trade
Commission (Sydney)
March 2014
President, @Asia Associates Inc. (Sydney)
July 2015
President, @Asia Associates Japan Inc. (incumbent)
June 2019
Non-executive Director, the Company (incumbent)
[Significant concurrent positions] President, @Asia Associates Japan Inc.
President, Awaji Youth Federation, Pasona Group Inc. Director, Faith, Inc.
Outside Director, Asteria Corporation
Outside Director, Financial Partners Group Co., Ltd.
[Reason for nomination as candidate for Non-executive Director and expected roles]
Ms. Elizabeth Masamune has international experience as a diplomat, abundant experience in corporate management and high-level of insights, and has provided valuable views and straightforward observations regarding the management of the Group. The Company expects she will continue playing a sufficient role in the enhancement of the Group's corporate value, growth into a true global company, and the strengthening and enhancement of corporate governance, and has therefore renominated her as a candidate for Non-executive Director.
[Term of office as Non-executive Director of the Company]
Six (6) years at the conclusion of this General Meeting
Reappointment
Outside
Independent
Name (Date of birth)
Past experience, positions and significant concurrent positions
Number of
shares of the Company held
6
Toshiya Koyama (May 19, 1960)
April 1986
Joined Teijin Limited.
300
April 2013
Corporate Officer (Riji), Teijin Group
General Manager, New Materials Business Development Department
Chief Representative of Teijin Electronics Korea Co., Ltd.
April 2015
Corporate Officer, Teijin Group
April 2017
Executive Officer, Teijin Group
General Manager, Material Business Group
Reappointment
Outside
April 2020
President, Material Business of Teijin Group
Independent
June 2020
Executive Officer, Director, Teijin Limited
April 2021
Executive Officer, Director, Chief Social Responsibility Officer, Responsible for Corporate Audit Department
April 2023
Mission Executive and Member of the Board
June 2023
Mission Executive
June 2024
Non-executive Director, the Company (incumbent)
[Reason for nomination as candidate for Non-executive Director and expected roles]
Mr. Toshiya Koyama has abundant experience in corporate management and start of new businesses at another company and high-level of insights. The Company expects he will provide valuable views and straightforward observations regarding the management of the Group and play a sufficient role in the enhancement of the Group's corporate value, growth into a true global company, and the strengthening and enhancement of corporate governance, and has therefore renominated him as a candidate for Non-executive Director.
[Term of office as Non-executive Director of the Company]
One (1) year at the conclusion of this General Meeting
(Notes) 1. There are no special interests between any of the candidates and the Company.
Ms. Elizabeth Masamune and Mr. Toshiya Koyama satisfy the criteria for independence of Non-executive Directors of the Company. If their reappointment is approved, the Company will file the notification of them as Independent Directors.
The Company has entered into agreement with Ms. Elizabeth Masamune and Mr. Toshiya Koyama, in accordance with the provisions of Article 427, Paragraph 1 of the Companies Act, to limit their liability pursuant to Article 423, Paragraph 1 of the Companies Act. However, the maximum amount of liability pursuant to the agreement is the minimum amount stipulated by laws and regulations. The Company intends to continue such a limited liability agreement with Ms. Elizabeth Masamune and Mr. Toshiya Koyama if their reappointment is approved.
The Company has entered into indemnity agreements with all directors and officers (main business executors including Directors, Directors who are Audit & Supervisory Committee Members, and Executive Officers) pursuant to the provisions of Article 430-2, Paragraph 1 of the Companies Act, under which the Company will indemnify costs provided for by item 1 of the same Paragraph and losses provided for by item 2 of the same Paragraph within the ranges stipulated by laws and regulations. If each candidate is elected and appointed Director, the Company intends to enter into the same indemnity agreements with each of Directors.
The Company has concluded a directors and officers liability insurance ("D&O Insurance") contract with an insurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act, with directors and officers (main business executors including Directors, Directors who are Audit & Supervisory Committee Members, and Executive Officers) as the insured. The insurance policy covers damages that may arise when the insured assume liability for the execution of their duties (however, certain exemptions apply). Furthermore, the Company will pay the entire amount of insurance premiums, and the insured will not bear the premiums. If each candidate is elected and appointed Director, they will become the insured persons under the D&O Insurance. The D&O Insurance is valid for a period of one (1) year, and it will be renewed after a resolution of the Board of Directors prior to its expiration.
Assuming Proposal 3 is approved, the areas of expertise and experience of the Directors are as follows.
Director | Independent Director / Auditor | Years in office | Gender | Corporate management | Business strategy / R&D | International business | Production / safety control | Financial accounting / finance | Legal affairs / risk management | Sustainability / ESG / diversity / human resources development | |
Knowledge/experience for appropriately leading management/business | Knowledge/ experience for establishing/ maintaining appropriate management foundation | Perspective for ensuring sustainability | |||||||||
Nobuyuki Takagi | 7 | M | ○ | ○ | ○ | ||||||
Toru Nobuhiro | 17 | M | ○ | ○ | ○ | ○ | ○ | ||||
Takumi Okazaki | 3 | M | ○ | ○ | ○ | ||||||
Nobuyuki Fuke | 1 | M | ○ | ○ | ○ | ○ | |||||
Elizabeth Masamune | ○ | 6 | F | ○ | ○ | ◎ | |||||
Toshiya Koyama | ○ | 1 | M | ○ | ◎ | ○ | ○ | ○ | |||
Jiro Mizuya | Audit & Supervisory Committee Members | 3 | M | ○ | ○ | ||||||
Jun Minami | ○ | 1 | M | ○ | ○ | ○ | ◎ | ||||
Masahiro Nakatsukasa | ○ | 9 | M | ○ | ◎ | ||||||
This skill matrix does not represent all knowledge or experience possessed by the candidates.
For gender, M indicates male and F indicates female.
Expertise ("◎" indicates the areas in which the Company especially expects the outside officers to play important roles.)
