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.
Securities code: 9535
June 2, 2025
To our shareholders:
Tomohiko Nakagawa
Representative Director and President HIROSHIMA GAS CO., LTD.
2-7-1, Minami-machi Minami-ku, Hiroshima
Notice of the 171st Annual General Meeting of ShareholdersWe are pleased to announce that the 171st Annual General Meeting of Shareholders of HIROSHIMA GAS CO., LTD. (the "Company") will be held as follows.
In convening this General Meeting of Shareholders, the Company has taken electronic provision measures, which provide information contained in the Reference Documents, etc. for the General Meeting of Shareholders (the "matters subject to electronic provision measures") in electronic format, and has posted this information on the following websites on the Internet. Please access either of the following websites to review the information.
【Website of the Company】
https://www.hiroshima-gas.co.jp/english/ir/event/event_01.html
【Website of Tokyo Stock Exchange (Search for a listed company)】 https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
(Please access the Tokyo Stock Exchange website above, enter "Hiroshima Gas" in the "Issue name (company name)" field or our stock exchange code "9535" (in half-width characters) in the "Code" field, and click on "Search" to find search results. Then, click on "Basic information" and "Documents for public inspection/PR information" in this order to find "[Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting]" in the "Filed information available for public inspection" section.)
If you exercise your voting rights via the Internet, etc. or in writing, please review the Reference Documents for General Meeting of Shareholders, and exercise your voting rights by 5:30 p.m. on Friday, June 20, 2025 (JST) either by entering your approval or disapproval of the proposals on the website for exercising voting rights specified by the Company (https://evote.tr.mufg.jp/) or indicating your approval or disapproval of the proposals in the voting form and then returning the form to the Company by postal mail.
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Date and Time: Monday, June 23, 2025 at 10:00 a.m. (JST)
[Reception will open at 9:15 a.m. (JST)]
- Venue: Gastopia Center of the Company, 6F Convention Hall 1-30, Minamitakeya-cho, Naka-ku, Hiroshima
- Purpose of the Meeting
2. The results of audits of the Consolidated Financial Statements for the 171st fiscal year by the Financial Auditor and Audit & Supervisory Board
Matters to be resolved: Proposal 1: Election of Eleven (11) Directors Proposal 2: Election of One (1) Audit & Supervisory Board MemberIf you attend the meeting in person, please submit the voting form at the reception.
The matters below are not included in the paper copy sent to shareholders who have requested it in accordance with the provisions of laws and regulations and Article 13 of the Articles of Incorporation of the Company. These documents are part of the documents audited by the Audit & Supervisory Board Members and the Financial Auditor in preparing their respective audit reports.
"Overview of system to ensure that the execution of the duties of Directors conforms with laws, regulations, and the Articles of Incorporation and other systems to ensure appropriate operations, and operation status of the systems" of the Business Report
The "Consolidated Statement of Changes in Net Assets" and the "Notes to Consolidated Financial Statements" of the Consolidated Financial Statements
The "Statement of Changes in Net Assets" and the "Notes to Financial Statements" of the Non-Consolidated Financial Statements
Note that (1), (2), and (3) are included in the materials audited by the Audit & Supervisory Board Members when preparing the Audit Report, and (2) and (3) are included in the materials audited by the Financial Auditor when preparing the Financial Audit Report.
In the event that there are any revisions to the matters subject to electronic provision measures, the fact of the revision, information prior to the revision and information after the revision will be posted on the respective websites where the matters are posted.
At the conclusion of this annual general meeting of shareholders, the terms of office of all eleven (11) Directors will expire. Therefore, the Company proposes the election of eleven (11) Directors.
The candidates for Director are as follows:
Candidate No. | Name | Gender | Current position and responsibility in the Company | Reference page | |
1 | Kensuke Matsufuji | Male | Representative Director and Chairman | Reelection | Page 4 |
2 | Tomohiko Nakagawa | Male | Representative Director and President and Presidential Executive Officer | Reelection | Page 4 |
3 | Kazunori Tamura | Male | Director, Senior Executive Officer (General Manager of Production Business Division, in charge of Purchasing Department and Digital Strategy Department) | Reelection | Page 5 |
4 | Yasutaka Okita | Male | Director, Senior Executive Officer (General Manager of General Affairs Department, in charge of Secretarial Department, Environmental & Social Contribution Department and Finance & Accounting Department) | Reelection | Page 6 |
5 | Sunao Yoshizaki | Male | Director, Senior Executive Officer (General Manager of Energy Business Group) | Reelection | Page 7 |
6 | Naoto Mizuno | Male | Director, Senior Executive Officer (in charge of Corporate Planning Department, Human Resources Department and Energy Resources & International Business Department) | Reelection | Page 7 |
7 | Masao Mukuda | Male | Outside Director | Reelection Outside Independent | Page 8 |
8 | Koji Ikeda | Male | Outside Director | Reelection Outside Independent | Page 8 |
9 | Hiroshi Ozaki | Male | Outside Director | Reelection Outside Independent | Page 9 |
10 | Kaori Maeda | Female | Outside Director | Reelection Outside Independent | Page 10 |
11 | Hidekazu Arata | Male | Senior Executive Officer (General Manager of Hatsukaichi LNG Terminal, Production Business Division) | New election | Page 10 |
Candidate No. | Name (Date of birth) | Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company | Number of the Company's shares owned | |
Apr. 1983 | Joined the Company | |||
June 2007 | General Manager of Secretarial Department | |||
1 | Kensuke Matsufuji (November 27, 1959) Reelection | June 2010 June 2011 June 2013 June 2015 June 2017 Apr. 2024 | General Manager of Public Relations and Environment Department, Management Headquarters Executive Officer and General Manager of Residential Energy Sales Department, Energy Business Division Director, Executive Officer (General Manager of Finance & Accounting Department, Management Headquarters, in charge of Secretarial Department and Raw Materials Department, Management Headquarters) Director, Senior Executive Officer (General Manager of Energy Business Division) Representative Director and President and Presidential Executive Officer (in charge of Energy Business Division) Representative Director and Chairman (current position) | 178,567 shares |
[Reason for nomination as candidate for Director] | ||||
Kensuke Matsufuji has mainly engaged in duties related to sales. He served as Representative Director and President and | ||||
Presidential Executive Officer for around seven (7) years from June 2017 to April 2024 and has served as Chairman of the | ||||
Board of Directors as Representative Director and Chairman since April 2024, possessing extensive experience and deep | ||||
insight. Accordingly, the Company hereby proposes his reelection as Director. | ||||
Apr. 1987 Joined the Company | ||||
2 | Tomohiko Nakagawa (March 23, 1963) Reelection | Apr. 2009 General Manager of Purchasing Department, Management Headquarters June 2013 Executive Officer and General Manager of Raw Materials Department, Management Headquarters Apr. 2016 Executive Officer and General Manager of Raw Materials Department June 2016 Director, Executive Officer (General Manager of Production Business Division, in charge of Purchasing Department and Raw Materials Department) Apr. 2019 Director, Senior Executive Officer (General Manager of Corporate Planning Department, in charge of Secretarial Department and Human Resources Department) Apr. 2023 Director, Senior Executive Officer (in charge of Secretarial Department, Corporate Planning Department, Environmental & Social Contribution Department, Human Resources Department and Digital Strategy Department) June 2023 Director, Senior Executive Officer (in charge of Corporate Planning Department, Environmental & Social Contribution Department, Human Resources Department and Digital Strategy Department) Apr. 2024 Representative Director and President and Presidential Executive Officer (in charge of Corporate Planning Department) June 2024 Representative Director and President and Presidential Executive Officer (current position) | 70,054 shares | |
[Reason for nomination as candidate for Director] | ||||
Tomohiko Nakagawa has mainly engaged in duties related to gas supply and raw materials. Assuming the office as | ||||
Representative Director in April 2024, he has served as President, the position with ultimate responsibility for execution of | ||||
business of the Company, possessing extensive experience and deep insight. Accordingly, the Company hereby proposes his | ||||
reelection as Director. | ||||
Candidate No. | Name (Date of birth) | Career summary, position and responsibility in the Company, and significant concurrent positions outside the Company | Number of the Company's shares owned | |
Apr. 1985 | Joined the Company | |||
3 | Kazunori Tamura (August 12, 1962) Reelection | June 2010 June 2014 Apr. 2016 June 2017 Apr. 2019 Apr. 2020 Apr. 2021 Apr. 2023 June 2023 Apr. 2024 June 2024 | General Manager of Sales Planning Department, Energy Business Division Executive Officer and Manager of Kure Branch and Kumano Office, Energy Business Division Executive Officer and General Manager of Supply Facility Department, Pipeline Business Division Director, Executive Officer (General Manager of Pipeline Business Division, in charge of Technical Research Institute) Director, Executive Officer (General Manager of Production Business Division, in charge of Purchasing Department and Raw Materials Department) Director, Senior Executive Officer (General Manager of Production Business Division, in charge of Purchasing Department and Raw Materials Department) Director, Senior Executive Officer (General Manager of Production Business Division, in charge of Purchasing Department and Energy Resources & International Business Department) Director, Senior Executive Officer (General Manager of Production Business Division, General Manager of Purchasing Department, in charge of Energy Resources & International Business Department) Director, Senior Executive Officer (General Manager of Production Business Division, in charge of Purchasing Department and Energy Resources & International Business Department) Director, Senior Executive Officer (General Manager of Production Business Division, in charge of Purchasing Department, Energy Resources & International Business Department and Digital Strategy Department) Director, Senior Executive Officer (General Manager of Production Business Division, in charge of Purchasing Department and Digital Strategy Department) (current position) | 70,880 shares |
[Reason for nomination as candidate for Director] | ||||
Kazunori Tamura has mainly engaged in duties related to gas supply, corporate planning and sales planning. As Executive | ||||
Officer since 2014, he served as Manager of Kure Branch and General Manager of Supply Facility Department and Pipeline | ||||
Business Division. Currently a Director, Senior Executive Officer, he serves as General Manager of Production Business | ||||
Division, possessing extensive experience and deep insight. Accordingly, the Company hereby proposes his reelection as | ||||
Director. | ||||