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.
To our shareholders:
Tadaaki Yoshinaga
Securities Code: 8101
June 6, 2025
Representative Director, President and CEO
3-8-2, Shiba, Minato-ku, Tokyo
Notice of the 95th Ordinary General Meeting of ShareholdersWe are pleased to announce the 95th Ordinary General Meeting of Shareholders of GSI Creos Corporation (the "Company"), which will be held as indicated below.
In convening this General Meeting of Shareholders, the Company has taken measures for providing in electronic format information that constitutes the content of Reference Documents for the General Meeting of Shareholders, etc. (Matters Subject to Measures for Electronic Provision). Please access the following websites to view the information.
The Company's website: https://www.gsi.co.jp/en/ir/stock/meeting.html
Please access the above URL to view "Notice of the Ordinary General Meeting of Shareholders."
In addition to posting Matters Subject to Measures for Electronic Provision on the Company's website, the Company also posts this information on the website of Tokyo Stock Exchange, Inc. (TSE) and Net de Shoshu (online convocation).
TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
(Access the TSE website by using the internet address shown above, enter "GSI Creos Corporation" in "Issue name (company name)" or the Company's securities code "8101" in "Code," and click "Search." Then, click "Basic information" and select "Documents for public inspection/PR information." Under "Filed information available for public inspection," click "Click here for access" under "[Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting].")
Net de Shoshu (online convocation) website:
https://s.srdb.jp/8101/
You can view the contents of this notice on a computer, smartphone, or tablet.
- Date and Time: Thursday, June 26, 2025, at 1:00 p.m. (JST) Reception opens at 12:20 p.m.
- Venue: Bellesalle Onarimon Ekimae, 1st floor, Sumitomo Fudosan Onarimon Ekimae Building 6-17-21 Shimbashi, Minato-ku, Tokyo
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Purpose of the Meeting Matters to be reported:
The Business Report and the Consolidated Financial Statements for the 95th fiscal year (from April 1, 2024 to March 31, 2025), and the result of audits of the Consolidated Financial Statements by the Accounting Auditors and the Audit and Supervisory Committee
The Non-consolidated Financial Statements for the 95th fiscal year (from April 1, 2024 to March 31, 2025)
Matters to be resolved: Proposal No. 1 Appropriation of Surplus Proposal No. 2 Election of Six Directors (excluding Directors who are Audit and Supervisory Committee Members) Proposal No. 3 Election of One Director who is an Audit and Supervisory Committee Member Proposal No. 4 Election of One Substitute Director who is an Audit and Supervisory Committee Member
- Matters Prescribed for Convocation
If no indication of approval or disapproval of a proposal is expressed on the voting form, it shall be considered as an indication of approval.
If you will not be attending the meeting in person, you can exercise your voting rights in writing or by visiting the designated website (https://evote.tr.mufg.jp/) (in Japanese). Please review the Reference Documents for the General Meeting of Shareholders, and exercise your voting rights in accordance with the "Guidance on Exercising Voting Rights" (in Japanese only) by 5:30 p.m. on Wednesday, June 25, 2025 (JST).
If revisions to the matters subject to measures for electronic provision arise, the details of the revisions will be posted on each website where those matters are posted.
We have delivered paper documents for the Matters Subject to Measures for Electronic Provision to shareholders who requested them, but have omitted the following matters, in accordance with the applicable law and Company bylaws.
Company Structure and Policies of the Business Report
Consolidated Financial Statement of Changes in Equity
Notes to Consolidated Financial Statements
Non-consolidated Financial Statement of Changes in Equity
Notes to Non-consolidated Financial Statements
Please note that the Accounting Auditors and Audit and Supervisory Committee reviewed these matters in preparing their respective Audit Reports.
If there are major changes in the way the General Meeting of Shareholders will be run, shareholders will be informed via the corporate website below.
https://www.gsi.co.jp/ja/ir/stock/meeting.html (in Japanese)
Reference Documents for the General Meeting of Shareholders Proposals and Reference Information Proposal No. 1 Appropriation of SurplusThe Company regards the return of profits to shareholders as one of its important management policies, and our basic policy is to provide stable and continuous profit returns to you.
Based on this policy, the Company proposes a dividend per share of ¥97 for the fiscal year under review, which is
¥14 higher than for the previous fiscal year, taking into consideration comprehensively the consolidated dividend payout ratio (50%) that is a target stated in the Mid-term Management Plan, the consolidated business results, and the Company's financial situation, etc.
Type of dividend property Cash
Allotment of dividend property to shareholders and its aggregate amount
¥97 per common share of the Company Total payment: ¥1,190,515,726
Effective date of dividends of surplus June 27, 2025
The terms of office of all six Directors (excluding Directors who are Audit and Supervisory Committee Members) will expire at the conclusion of this general meeting.
Therefore, the Company proposes the election of six Directors (excluding Directors who are Audit and Supervisory Committee Members).
The Audit and Supervisory Committee expressed its opinion that there are no particular matters to be raised in connection with this proposal.
The candidates for Directors (excluding Directors who are Audit and Supervisory Committee Members) are as follows:
Candidate No. | Name | Current positions and responsibilities in the Company, and significant concurrent positions outside the Company | |
1 | Tadaaki Yoshinaga | Representative Director, President and CEO, Executive General Manager for the Europe and the Americas, Executive General Manager for China, and in charge of Nanotechnologies Business CEO of GSI Holding Corporation, CEO of GSI Exim America, Inc., and Representative Director of GSI Creos Korea Co., Ltd. | Reelection |
2 | Masateru Nakayama | Director, Senior Managing Executive Officer, Executive General Manager, Textile Division, and General Manager, Osaka Branch | Reelection |
3 | Hiroki Nishimura | Director, Senior Managing Executive Officer, Executive General Manager, Industrial Products Division | Reelection |
4 | Kunihiro Ono | Director, Managing Executive Officer, Executive General Manager, Corporate Division, and in charge of Investor Relations | Reelection |
5 | Kazunori Hattori | Outside Director, Chairperson of the Nomination Committee | Reelection Outside Independent |
6 | Erika Chibazakura | Outside Director | Reelection Outside Independent Female |
Reelection: candidate for Director to be reelected
New election: candidate for Director to be newly elected Outside: candidate for outside Director
Independent: candidate for independent officer Female: female candidate for Director
Candidate No. | Name (Date of birth) | Career summary, positions and responsibilities | Number of the Company's shares owned |
Tadaaki Yoshinaga (October 9, 1955) | Apr. 1979 Joined the Company July 2002 President of GSI Holding Corporation and President of GSI Exim America, Inc. June 2007 Director, and Assistant to Executive General Manager, Industrial Products Division of the Company June 2009 Executive General Manager, Industrial Products Division and Executive General Manager for the Americas Apr. 2010 Chairman of GSI Holding Corporation and Chairman of GSI Exim America, Inc. Apr. 2012 Executive General Manager for the Europe and Americas and in charge of Nanotechnologies Business of the Company (current position) June 2012 Managing Director Apr. 2013 President of GSI Holding Corporation and President of GSI Exim America, Inc. Apr. 2015 Executive General Manager, Industrial Products Division and General Manager, Planning and Development Office for Industrial Products of the Company June 2016 Managing Director and Managing Executive Officer Dec. 2017 President and Representative Director, President and CEO June 2020 Representative Director, President and CEO (current position) Mar. 2022 Representative Director of GSI Creos Korea Co., Ltd. (current position) Apr. 2023 Executive General Manager for China (current position) Apr. 2025 CEO of GSI Holding Corporation and CEO of GSI Exim America, Inc. (current position) Significant concurrent positions outside the Company CEO of GSI Holding Corporation CEO of GSI Exim America, Inc. Representative Director of GSI Creos Korea Co., Ltd. | ||
Reelection | |||
Attendance at Board of Directors meetings 20/20 | 61,980 shares | ||
1 | Number of years in office as a Director 18 years | ||
Reasons for nomination as candidate for Director After working in corporate planning and finance operations at the Company, Mr. Yoshinaga gained experience in sales operations in the Industrial Products Division and in managing overseas subsidiaries. He has been involved in management since being appointed as a Director in 2007 and as Executive General Manager of the Industrial Products Division in 2015. He assumed the position of President and CEO in December 2017. He has been striving as the top executive to enhance corporate value through "innovation (evolution)" and "expansion (growth)" by continuing to take on challenges without being constrained by existing frameworks, with the aim of transforming the Company into an "unparalleled business-creating trading company committed to ongoing creation and renewal." The Company continues to nominate him as a candidate for Director who is not an Audit and Supervisory Committee Member because of his extensive international business experience in the Company group and his high level of knowledge in management and administration. | |||
