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 4617)
June 4, 2025 (Commencement Date of Electronic Provision Measures: June 2, 2025
Kenshi Date
Representative Director and President Chugoku Marine Paints, Ltd.
1-7, Meiji-Shinkai, Otake-Shi, Hiroshima
NOTICE OF THE 128TH ANNUAL GENERAL MEETING OF SHAREHOLDERSDear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially notified of the 128th Annual General Meeting of Shareholders of Chugoku Marine Paints, Ltd. (the "Company"). The meeting will be held for the purposes as described below.
In convening this meeting, the Company has taken electronic measures to provide information contained in the Reference Documents for the General Meeting of Shareholders (the "Matters to be Provided Electronically").
The Matters to be Provided Electronically are posted on the following website on the Internet under the "Notice of the 128th Annual General Meeting of Shareholders."
The Company's website
https://http://www.cmp-chugoku.com/global/ir.html
In addition to the above, the Matters to be Provided Electronically are also available on the following website on the Internet.
Tokyo Stock Exchange website https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the Tokyo Stock Exchange website above, enter and search for the Company's name or stock exchange code, and select "Basic information" followed by "Documents for public inspection/PR information" to review.
Instead of attending the meeting, you can exercise your voting rights in writing or via the Internet. Please review the Reference Documents for the General Meeting of Shareholders described in the Matters to be Provided Electronically and exercise your voting rights, following the instructions on page 3 by 5:00 p.m. on Tuesday, June 24, 2025, Japan time.
NOTICE- Date and Time: Wednesday, June 25, 2025 at 10:00 a.m. Japan time
- Place: 3F main conference room of the Company's Hiroshima Office located at 1-7, Meiji-Shinkai, Otake-Shi, Hiroshima, Japan
- Meeting Agenda:
2. Non-consolidated Financial Statements for the Company's 128th Fiscal Year (April 1, 2024 - March 31, 2025)
Proposals to be resolved: Proposal 1: Appropriation of Surplus Proposal 2: Election of 7 Directors Proposal 3: Election of 1 Corporate Auditor Proposal 4: Election of 1 Substitute Corporate Auditor Proposal 5: Revision of Remuneration for Directors to Grant Restricted Stock◎ Should the Matters to be Provided Electronically require revisions, the revised versions will be posted on each website above.
◎ The contents of the resolutions in this General Meeting of Shareholders will be posted on the Company's website listed above, after the conclusion of this General Meeting of Shareholders, in substitution of being dispatched in writing.
◎ The documents the Company has been sending you also serve as documents stating the Matters to be Provided Electronically based on your request to deliver written documents. However, these documents do not include the following items pursuant to the provision of laws and regulations and Article 15 of the Company's Articles of Incorporation. Accordingly, such documents are a part of the documents audited by the Corporate Auditors and the Accounting Auditor in preparing their audit report.
"Systems to Ensure Appropriateness of Operations" and "Overview of Implementation Status of Systems to Ensure Appropriateness of Operations" in the Business Report
"Consolidated Statement of Changes in Equity" and "Notes to Consolidated Financial Statements" in the Consolidated Financial Statements
"Non-Consolidated Statement of Changes in Equity" and "Notes to Non-Consolidated Financial Statements" in the Non-Consolidated Financial Statements
◎ Please note that the page numbers, section numbers, and reference pages of the documents sent to you are the same as those of the Matters to be Provided Electronically.
Reference Documents for the General Meeting of Shareholders Proposals and References Proposal 1: Appropriation of SurplusIt is proposed that surplus to be appropriated as follows.
Matters related to year-end dividends
While making growth investment its top priority, the Company's basic policy is to actively return surplus funds to its shareholders and properly manage shareholders' equity. In the Medium-term Management Plan that began in April 2021, the Company has set the total return on consolidated shareholders' equity* (D&BOE) to be an average of at least 5% over the course of the medium-term management plan, further setting the consolidated dividend payout ratio to be at least 40% and the minimum annual dividend to be ¥35 per share.
In addition, having disclosed on October 31 2024, to eliminate one-time profit factors as much as possible in the calculation of the dividend amount and to expand shareholder returns in a stable and sustainable manner, the Company will establish the following special provisions:
Special provision | From the fiscal year ending March31,2025 to the fiscal year ending March 31,2026 (final year of the medium-term management plan) |
Conditions for applying special conditions | The total net amount of extraordinary income and losses in the relevant fiscal year is + ¥1 billion or more. |
Special provision details(1) | The amount obtained by deducting the total extraordinary income and losses from profit attributable to owners of parent is considered the source of dividends, with at least 40% of this amount paid as dividends. |
Special provision Details(2) | An amount equivalent to 40% of the total extraordinary income and losses deducted from profit attributable to owners of parent will be allocated for share buybacks in the following fiscal year. |
With regard to the year-end dividend for the fiscal year under review, based on the above policy and to place emphasis on stable dividend payouts, the Company proposes an annual dividend of ¥97 per share and after deduction of the ¥40 per share implemented as an interim dividend on December 3, 2024, the value is proposed to be ¥57 per share.
1 | Type of dividend assets | Cash |
2 | Items relating to the allocation of dividend assets to shareholders and its total amount | ¥57 per share of common stock Total: ¥2,825,965,608 (As a result, ¥97 per annum adding paid interim dividend) |
3 | Effective date of payment of dividend from surplus | June 26, 2025 |
*Total return on consolidated shareholders' equity =
Annual dividend amount + Annual share buyback amount
Consolidated shareholders' equity (average between the totals at the beginning and end of the fiscal year)
Proposal 2: Election of 6 DirectorsThe terms of office of all 6 Directors will expire at the conclusion of this Annual General Meeting of Shareholders. Accordingly, the election of 7 Directors is proposed, increasing one new position.
The candidates for Directors are as follows. Furthermore, to increase the independence and objectivity of the selection process, the selection of candidates for Director is determined by the Board of Directors based on reports by the "Nomination Advisory Committee," a body chaired by an Independent Outside Director comprised of committee members of which the majority are Independent Outside Directors.
No. | Name | Position | Attendance at Board of Directors meetings |
1 | Kenshi Date Reappointment | Representative Director; President & CEO | 11/11 |
2 | Hideyuki Reappointment Tanaka | Managing Director; in charge of Technology and Production | 11/11 |
3 | Katsunori Reappointment Kobayashi | Managing Director; in charge of Administration and Compliance | 11/11 |
4 | Takao Shimizu Reappointment | Director; in charge of Corporate Strategy | 11/11 |
5 | Outside Toshifumi Reappointment Inami Independent | Outside Director | 11/11 |
6 | Outside Akiko Monden Reappointment Independent | Outside Director | 11/11 |
7 | Outside Takumi Kudo New appointment Independent | - | - |
(Notes) 1. There are no special interests between each candidate and the Company.
Mr. Toshifumi Inami, Ms. Akiko Monden, and Mr. Takumi Kudo are candidates for Outside Directors as prescribed in Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of the Companies Act.
Mr. Toshifumi Inami, Ms. Akiko Monden, and Mr. Takumi Kudo are candidates for Independent Directors required under the rules of the Tokyo Stock Exchange.
Ms. Akiko Monden's official registered name is Akiko Asai.
The term of office of Mr. Toshifumi Inami as Outside Director of the Company will reach three years upon the conclusion of this Annual General Meeting of Shareholders, while that of Ms. Akiko Monden will reach two years.
Pursuant to the Articles of Incorporation, the Company has concluded a liability limitation agreement with each candidate for Outside Director, and an overview of the content of these agreements is provided in "3-(2) Overview of the content of liability limitation agreements" on page 29 of this Notice of Convocation of the Annual General Meeting of Shareholders (Japanese version only). If the election or re-election of each candidate for Outside Director is approved, the Company plans to enter into or continue the respective liability limitation agreement with each of them.
The Company has entered into a directors and officers liability insurance contract with an insurance company, and an overview of the content of the insurance contract is provided in "3-(3) Overview of the content of directors and officers liability insurance contract" on page 29 of this Notice of Convocation of the Annual General Meeting of Shareholders (Japanese version only). If the candidates for Directors assume office, they will become insured persons under the insurance policy, and no premiums will be borne by them. The Company plans to renew the insurance policy with similar terms and conditions at the time of next renewal.
Kenshi Date
No. 1
Reappointment
Date of birth: November 21, 1970 / Male Number of shares of the Company held: 54,600 Significant concurrent positions: Not applicable. Attendance at Board of Directors meetings: 11/11 Past experience, positions and responsibilities at the Company
April 1995 Joined the Company
March 2012 Managing Director, Chugoku Paints
B.V.
June 2017 Deputy Chief, Sales Headquarter April 2018 Chief, Sales Headquarter
July 2018 Executive Officer; Chief, Sales Headquarter
[Reasons for selection as a candidate for Director]
July 2020 Senior Executive Officer; Chief, Sales
Headquarter
June 2021 Representative Director and President;
Chief, Sales Headquarter
April 2023 Representative Director and President
&CEO (present)
After serving as the leader of a major overseas sales location of the Company, he has been overseeing the entire Sales Section since 2018 as Executive Officer and Chief of Sales Headquarter. With this wealth of knowledge and experience regarding the Company's business and organizational management, the Company has judged he will continue to be an integral part of the Company's management, and he has been designated as a candidate for Director.
Hideyuki Tanaka
No. 2
Reappointment
Date of birth: August 7, 1965 / Male Number of shares of the Company held: 43,600 Significant concurrent positions: Not applicable. Attendance at Board of Directors meetings: 11/11 Past experience, positions and responsibilities at the Company
April 1988 Joined the Company
April 2008 Leader, Marine Specialty Coating
Products Group, Anti Fouling Tech. Dept., Technical Center, Marine Coatings Headquarter; and Leader, Group-3, R&D Center, R&D Headquarter
April 2011 Leader, R&D Group-2, R&D Dept.,
Technical Headquarter
July 2015 Executive Officer; Deputy Chief,
Technical & Production Headquarter; and General Manager, R&D No. 2 Dept.
[Reasons for selection as a candidate for Director]
April 2017 Executive Officer; Chief, Technical &
Production Headquarter; and General Manager, R&D No. 2 Dept.
June 2017 Director; Chief, Technical & Production
Headquarter
April 2018 Director; Chief, Technical Headquarter June 2021 Managing Director; Chief, Technical
Headquarter
April 2022 Managing Director; Chief, Technical
Headquarter; and Chief, Production Headquarter
April 2023 Managing Director; Chief, Technical
Headquarter
April 2025 Managing Director, in charge of
Technology and Production (present)
With his many years of involvement in R&D operations in technical divisions, the Company has judged that these achievements, abilities, and wealth of experience will continue to be an integral part of the Company's management, and he has been designated a candidate for Director.