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:
Securities Code: 4973 Date of sending by postal mail: June 4, 2025
Start date of measures for electronic provision: May 29, 2025
Tomoyuki Kojima
Representative Director and President
JAPAN PURE CHEMICAL CO., LTD.3-10-18 Kitamachi, Nerima-ku, Tokyo
Notice of the 54th Annual General Meeting of ShareholdersWe are pleased to announce the 54th Annual General Meeting of Shareholders of JAPAN PURE CHEMICAL CO., LTD. (the "Company"), which will be held as indicated below.
When convening this general meeting of shareholders, the Company takes measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. (items for which measures for providing information in electronic format are to be taken) in electronic format, and posts this information on the Company's website. Please access the Company's website by using the internet address shown below to review the information.
The Company's website: https://www.netjpc.com/ (in Japanese)
(From the above website, select "IR Information," "IR Library," and then "Other Reference Materials.")
Tokyo Stock Exchange (TSE) website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
(Access the TSE website by using the internet address shown above, enter "JAPAN PURE CHEMICAL" in "Issue name (company name)" or the Company's securities code "4973" 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]."
If you will not attend the meeting, you may exercise your voting rights via the Internet, etc. or in writing (by postal mail), so please study the Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 5:45 p.m. on Thursday, June 19, 2025 (Japan Standard Time).
[Exercising your voting rights in writing (by postal mail)]
Please indicate your approval or disapproval of the proposals on the Voting Right Exercise Form, and return it by postal mail to reach us no later than 5:45 p.m. on Thursday, June 19, 2025 (Japan Standard Time).
[Exercising your voting rights via the Internet, etc.]
Please exercise your voting rights no later than 5:45 p.m. on Thursday, June 19, 2025 (Japan Standard Time).
[Disclosure on the Internet website]
For this General Meeting of Shareholders, the Company will uniformly send paper-based documents stating items for which measures for providing information in electronic format are to be taken, regardless of whether or not a request for delivery of the document has been made. Please note that, among the items for which measures for providing information in electronic format are to be taken, the following matters will not be included in the document to be sent in accordance with laws and regulations and the provisions of Article 14, paragraph (2) of the Company's Articles of Incorporation.
"Share acquisition rights, etc. of the Company" included in the Business Report
"Notes to the Non-consolidated Financial Statements" included in the Non-consolidated Financial Statements
The Non-consolidated Financial Statements audited by the Audit & Supervisory Board Members and the Accounting Auditor and the Business Report audited by the Audit & Supervisory Board Members consist of each document mentioned in this Notice, and the "Share acquisition rights, etc. of the Company" and "Notes to the Non-consolidated Financial Statements" posted on the Company website.
The Company's website https://www.netjpc.com/ (in Japanese)
Date and Time: Friday, June 20, 2025, at 10:00 a.m. (Japan Standard Time) (The reception will start at 9:20 a.m.)
Venue: Banquet Room Sakura, 4th floor, Hotel Metropolitan 6-1 Nishi-Ikebukuro 1-chome, Toshima-ku, Tokyo
Purpose of the Meeting Matters to be reported:
The Business Report and the Non-consolidated Financial Statements for the 54th fiscal year (from April 1, 2024 to March 31, 2025)
Matters to be resolved:
[Company Proposals (Proposals No. 1 to No. 9)]
Proposal No. 1 Partial Amendment to the Articles of Incorporation
Proposal No. 2 Election of Seven Directors (excluding Directors who are Audit & Supervisory Committee Members)
Proposal No. 3 Election of Three Directors who are Audit & Supervisory Committee Members
Proposal No. 4 Election of One Substitute Director who is Audit & Supervisory Committee Member
Proposal No. 5 Determination of the Amount of Remuneration for Directors (excluding Directors who are Audit & Supervisory Committee Members)
Proposal No. 6 Determination of the Amount of Remuneration for Directors who are Audit & Supervisory Committee Members
Proposal No. 7 Determination of the Amount and Details of Share-based Remuneration for Directors (excluding Non-Executive Directors including Directors who are Audit & Supervisory Committee Members and outside Directors)
Proposal No. 8 Determination of the Amount and Details of Share-based Remuneration for Non-Executive Directors (excluding Directors who are Audit & Supervisory Committee Members)
Proposal No. 9 Authorization for the Board of Directors of the Company to Determine Offering Terms for Share Acquisition Rights Issued as Share Options to Directors (excluding outside Directors) and Employees on Particularly Favorable Terms
[Shareholder Proposals (Proposals No. 10 to No. 13)]
Proposal No. 10 Revision of Remuneration for Directors to Grant Restricted Shares Thereto
Proposal No. 11 Partial Amendment to the Articles of Incorporation (Decision-making Body for Dividends of Surplus, Etc.)
Proposal No. 12 Shares Buy-Back
Proposal No. 13 Dividend Policy for Retained Earnings
* The outline of the proposal for the shareholder proposal above is listed in "Reference documents for the general meeting of shareholders" stated later. (from page 42 to page 49)
If you have not indicated your approval or disapproval of each proposal in the returned voting form, the Company will assume that you have indicated approval for a Company's proposal and disapproval for a shareholder's proposal.
When you attend the meeting, you are kindly requested to present the Voting Right Exercise Form at the reception.
When attending by proxy, please submit a document authorizing the proxy with the Voting Right Exercise Form at the reception. As per Article 16 of the Company's Articles of Incorporation, the proxy shall be limited to one other shareholder who has the voting right at this General Meeting of Shareholders.
If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of the matters before and after the revisions will be posted on the Company's aforementioned website and the TSE website.
Reference: Transition to a Company with an Audit & Supervisory Committee
Contingent upon the approval and adoption of Proposal No. 1 "Partial Amendment to the Articles of Incorporation," the Company will transition to a company with an Audit & Supervisory Committee. Each proposal from No. 1 through No. 8 is related to the transition. To make the proposals, we would like to explain the objective and outline of the transition to a Company with an Audit & Supervisory Committee.
Objective
By transitioning to a company with an Audit & Supervisory Committee, the Company will improve the speed and efficiency of decision-making by promoting the delegation of authority to executive directors regarding the determination on critical business execution, and strengthening supervision function by granting Directors who are Audit & Supervisory Committee Members (the majority is outside Directors) voting rights at the Board of Directors. Thus, we will fortify and enrich the corporate governance structure and the internal governance system, and aim for further improvement of the corporate value with the Medium-term Management Plan (phase 2), which will start in FY2025.
Corporate governance system after the transition
Overview of the transition and the relationship with the proposals
Company with an Audit & Supervisory Board (current system) | ||
Organization to be changed | Audit & Supervisory Board | |
Election of Officers | Election of Directors and Audit & Supervisory Board Members | |
Term of office | Directors: 1 year | |
Audit & Supervisory Board Member: 4 years | ||
Decision on critical business execution | Delegation to Directors is not allowed. | |
Composition of officers | ||
Directors: 6 (including 3 outside Directors) | ||
Audit & Supervisory Board Member: 3 (including 3 outside Audit & Supervisory Board Members) | ||
Executive Remuneration | Cash remuneration | Directors (including outside Directors) Annual amount of up to 300 million yen (of which that for outside Directors is up to 30 million yen) |
Audit & Supervisory Board Member: Annual amount of up to 30 million yen | ||
Share-based remuneration | Directors (excluding outside Directors) | |
Restricted share-based remuneration plan by position ・Annual amount of up to 50 million yen ・The Company's common stock: Up to 20,000 shares | ||
Tax-qualified share options | ||
Company with an Audit & Supervisory Committee (after the transition) | Related proposal | |
Audit & Supervisory Committee | Proposal No. 1 | |
Election of Directors who are Audit & Supervisory Committee Members and other Directors separately | ||
Directors (excluding Directors who are Audit & Supervisory Committee Members): 1 year | ||
Directors who are Audit & Supervisory Committee Members: 2 years | ||
Except those stipulated by laws, all or part may be delegated to Directors (excluding Directors who are Audit & Supervisory Committee Members). | ||
Directors: 10 (including 7 outside Directors) | ||
Directors (excluding Directors who are Audit & Supervisory Committee Members): 7 (including 4 outside Directors) | Proposal No. 2 | |
Directors who are Audit & Supervisory Committee Members: 3 (including 3 outside Directors) | Proposal No. 3 | |
Cash remuneration | Directors (excluding Directors who are Audit & Supervisory Committee Members) Annual amount of up to 300 million yen (of which that for outside Directors is up to 50 million yen) | Proposal No. 5 |
Directors who are Audit & Supervisory Committee Members: Annual amount of up to 40 million yen | Proposal No. 6 | |
Share-based remuneration | Directors (excluding Directors who are Audit & Supervisory Committee Members) | |
Restricted share-based remuneration ・Executive Directors: Up to 24,000 shares of common stock to be issued or disposed of per year, and up to 60 million yen in annual remuneration ・Non-Executive Directors who are not Audit & Supervisory Committee Members: Up to 4,000 shares of common stock to be issued or disposed of per year, and up to 10 million yen in annual remuneration (per person, limited to 30% of their cash remuneration) | Proposal No. 7 Proposal No. 8 Proposal No. 9 | |
(It will be abolished after this issuance.) | ||