Securities Code No. 7864 (Date of issuance) June 6, 2025
(Commencement date of measures for providing information in electronic format) May 29, 2025 Shigeko Okazaki, Director, Representative Executive Officer, President and CEO
4-1-9, Miyahara, Yodogawa-ku, Osaka
Convocation Notice of the 67th Annual General Meeting of ShareholdersTo our shareholders, thank you for your support.
You are cordially invited to attend the 67th Annual General Meeting of Shareholders as follows.
In convening this General Meeting of Shareholders, the Company has taken measures to provide information contained in "Reference Documents for the General Meeting of Shareholders," etc. (the items subject to measures for providing information in electronic format) in electronic format, and has posted this information on the Company's website on the Internet. Please access the Company's website below to review the information.
【Company's website】https://www.fujiseal.com/en/
(Please access the website above and click on "Investor Relations," "Shareholder and Stock Information," then "General Meeting of Shareholders" to review the information.)
In addition to the Company's website above, the Company has also posted the items subject to measures for providing information in electronic format on the following website, so please access the website to review the information.
【Website for general meeting of shareholders materials】 https://d.sokai.jp/7864/teiji/ (in Japanese)
If you are unable to attend the meeting, you can exercise your voting rights by electronic voting (Internet) or by mail (voting form). Please exercise your vote by 5:00 p.m. on Monday, June 23, 2025, after examining the Reference Documents for the General Meeting of Shareholders.
Thank you.
1. Date and Time | 11:00 a.m. on June 24, 2025 (Tuesday) (Reception will open from 10:30 a.m.) |
2. Venue | 2F "Oak," HOTEL VISCHIO AMAGASAKI 1-4-1, Shioe, Amagasaki, Hyogo Prefecture |
3. Agenda | Matters to be Reported
Matters to be Resolved Proposal 1 Amendment to the Articles of Incorporation Proposal 2 Election of six directors |
4. Matters Concerning Exercise of Voting Rights |
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In accordance with laws and regulations and the Company's Articles of Incorporation, certain items subject to measures for providing information in electronic format, specifically the "System for ensuring appropriate business execution," "Overview of operational status of systems for ensuring appropriateness of operations," "Consolidated Statements of Changes in Net Assets," "Notes to the Consolidated Financial Statements," "Non-Consolidated Statements of Changes in Net Assets," and "Notes to the Non-Consolidated Financial Statements," are not included in the paper-based documents to be mailed. As a result, consolidated financial statements and non-consolidated financial statements included in the documents constitute only part of the consolidated financial statements and non-consolidated financial statements audited in preparing the accounting audit report and audit report by the outside accounting auditor and the Audit Committee.
Any amendments to the items subject to measures for providing information in electronic format will be posted on the aforementioned Company website and the website for general meeting of shareholders materials with a notice to that effect displaying the items before and after the revision.
When attending the meeting, please submit the voting form at the reception desk.
Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information Proposal 1: Amendment to the Articles of IncorporationReasons for the proposal
To clarify the nature of the Company's business in accordance with its current operations, and to accommodate future business development and diversification, we propose necessary amendments to Article 2 (Objectives) of the current Articles of Incorporation.
In addition, from the perspective of strengthening corporate governance, and to maintain an appropriate number of directors in line with the current structure, we propose to reduce the maximum number of directors specified in Article 17 (Number of directors) of the current Articles of Incorporation from 15 to 10.
Furthermore, to enhance the executive function in anticipation of future business development, we propose to increase the maximum number of executive officers specified in Article 27 (executive officers and the execution of duties), Paragraph 1 of the current Articles of Incorporation from 14 to 20.
Details of changes
The details of the amendments are as follows.
(The underlined portions indicate the parts to be amended.)
Current Articles of Incorporation | Proposed Amendments |
(Objectives) Article 2 (Text omitted)
(Newly added) (Newly added) (Newly added) (Newly added) (Newly added) (Newly added) (7) (Text omitted) | (Objectives) Article 2 (Same as current)
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Current Articles of Incorporation | Proposed Amendments |
3. The purpose of the Company is, in addition to those set forth in the preceding two (2) clauses, to engage in the investment in those who engage in the businesses set forth in Clause 1 or similar businesses, the sale and purchase of securities, money lending, financing, and agency services of the above. 4. (Text omitted) (Number of directors) Article 17 The number of directors of the Company shall be no more than 15. (Executive Officers and the execution of duties) Article 27 The Company shall have no more than 14 executive officers, who shall be appointed by the Board of Directors. 2. (Text omitted) | 3. The purpose of the Company is, in addition to those set forth in the preceding two (2) clauses, to engage in investments (including capital contributions and the trading of securities) in those who engage in the businesses set forth in Clause 1 or similar businesses, money lending, financing, and agency services of the above. 4. (Same as current) (Number of directors) Article 17 The number of directors of the Company shall be no more than 10. (Executive Officers and the execution of duties) Article 27 The Company shall have no more than 20 executive officers, who shall be appointed by the Board of Directors. 2. (Same as current) |
All six (6) directors' terms of office will expire at the end of this General Meeting of Shareholders. Accordingly, the Company requests the election of six (6) directors based on the decision of the Nomination Committee. The Nomination Committee has selected appropriate candidates for directors making reference to the Selection Criteria for Directors (please refer to page 10).
The director candidates are as follows:
Candidate No. | Name | Candidate characteristics | Present position and responsibilities | Attendance at Board of Directors meetings |
1 | Tatsundo Maki (male) | Reelection Outside Independent | Outside Director | 10 out of 10 meetings (100%) |
2 | Yuichi Seki (male) | Reelection Outside Independent | Outside Director | 10 out of 10 meetings (100%) |
3 | Kimihiko Uemura (male) | New appointment Outside Independent | - | |
4 | Shigeko Okazaki (female) | Reelection | Director, Representative Executive Officer, President and CEO | 10 out of 10 meetings (100%) |
5 | Yoichi Okazaki (male) | Reelection | Director, Executive Officer in charge of machinery business and Europe operations | 10 out of 10 meetings (100%) |
6 | Hideaki Umeda (male) | New appointment | Executive Officer in charge of shrink sleeve labels business | - |
Note: Since directors Kimihiko Uemura and Hideaki Umeda are newly nominated candidates, there is no data to be presented for them regarding their attendance at Board of Directors meetings.
