Kaneka Corporation TSE:4118

Kaneka : Notice of Convocation of the 101st Annual General Meeting of Shareholders

Published

Source: MarketScreener

[Translation]: This represents an excerpted translation, for reference and convenience only, of the original notice issued in Japanese. In the event of any discrepancies between the Japanese and English versions, the former shall prevail.



(Securities Code: 4118)

June 5, 2025

Notice of Convocation of the 101st Annual General Meeting of Shareholders

Dear Shareholders:

Notice is hereby given that the 101st Annual General Meeting of Shareholders of the Company will be held as set forth below.

If you will not be attending the meeting in person, you may exercise your voting rights either via return mail or via the Internet.1

Please review the accompanying "Reference Document Concerning the General Meeting of Shareholders" and cast your votes so as to reach the Company prior to 6:00 p.m. (JST) on June 26, 2025 (Thursday).

Yours very truly,

Kazuhiko Fujii

President (Representative Director)

KANEKA CORPORATION

3-18, Nakanoshima 2-chome, Kita-ku, Osaka, Japan

1Note: Please note that shareholders outside Japan shall not use these voting procedures via return mail or the internet. Institutional investors should refer to the attached document entitled "Information about Exercise of Voting Rights" described on page 4.

Particulars
  1. Date and Time of the Meeting:

    Friday, June 27, 2025, at 10:00 a.m. (JST) Reception will start at 9:00 a.m. (JST)

  2. Place of the Meeting:

    Osaka Headquarters of the Company, Nakanoshima Festival Tower (36th floor), 3-18, Nakanoshima 2-chome, Kita-ku, Osaka, Japan

  3. Agenda of the Meeting: Matters to be reported:
    1. Report on the Business Report, Consolidated Financial Statements and Non-Consolidated Financial Statements for the 101st fiscal year (from April 1, 2024 to March 31, 2025).

    2. Report on the Results of Audit by Accounting Auditor and Audit & Supervisory Board for Consolidated Financial Statements for the 101st fiscal year (from April 1, 2024 to March 31, 2025).

      Matters for resolution: Proposal No. 1: Election of Twelve (12) Members of the Board Proposal No. 2: Election of One (1) Substitute Audit & Supervisory Board Member Proposal No. 3: Provision of Bonus to Members of the Board
  4. Information about Exercise of Voting Rights:

    Please ensure that you read carefully the attached document entitled "Information about Exercise of Voting Rights" described on page 4.

  5. Matters Related to Measures for Electronic Provision:

In convening this General Meeting of Shareholders, the Company has taken measures for electronic provision of the information contained in Reference Document Concerning the General Meeting of Shareholders, etc. (the Electronic Provision Measures Matters). Please access the Company's website set forth below for the Electronic Provision Measures Matters.

[Website of the Company] https://www.kaneka.co.jp/ir/stocks/meeting/

The Electronic Provision Measures Matters are also available on the website of Tokyo Stock Exchange, Inc. Please find the relevant information by entering either "KANEKA" in the "Issue name (company name)" box or the security code "4118" in the "Code" box and then clicking "Basic information" and "Documents for public inspection/PR information."

[Website of Tokyo Stock Exchange, Inc. (Listed Company Search)] https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show

In the event of any amendment to the Electronic Provision Measures Matters, the Company will post the amended items on the websites set forth above.

The Reference Document Concerning the General Meeting of Shareholders, etc. have been sent to shareholders in the same manner as before, regardless of whether or not a shareholder requested the delivery of paper copy. However, the following materials in the Electronic Provision Measures Matters are only available on the websites of the Company and Tokyo Stock Exchange, Inc. and will not be included in the document sent to shareholders pursuant to the relevant laws and regulations as well as the provisions of Article 14 of the Articles of Incorporation of the Company:

  1. "Consolidated statements of changes in net assets" and "Notes to consolidated financial statements" in the Consolidated Financial Statements

  2. "Non-consolidated statements of changes in net assets" and "Notes to non-consolidated financial statements" in the Non-consolidated Financial Statements

    The Consolidated Financial Statements and the Non-consolidated Financial Statements that were audited by the Audit & Supervisory Board Members and Accounting Auditor consist of the matters in the document sent to shareholders and (1) and (2) set forth above.

    Information about Exercise of Voting Rights:
    1. If you do not express the approval or disapproval on the Voting Rights Exercise Form delivered, the Company will consider it indicative approval for all matters for resolution.

    2. In the event that one and the same shareholder exercises voting rights both via return mail and via the Internet, the Company will consider the exercise of voting rights via the Internet to be valid. Moreover, in the event one and the same shareholder exercises voting rights several times via the same method, the Company will consider the last exercise of voting rights to be valid.

To the Institutional Investors:

The Company participates in the ICJ platform for institutional investors to vote from ProxyEdge® system of Broadridge. For further details, please consult with your custodian(s), nominee(s) and/or broker(s). Voting via the Internet other than the ICJ platform is only available for registered shareholders in Japan with Japanese language only.

Reference Document Concerning the General Meeting of Shareholders Proposals and Matters for Reference Proposal No. 1: Election of Twelve (12) Members of the Board

The terms of office of all twelve (12) Members of the Board will expire at the conclusion of this General Meeting of Shareholders. Accordingly, we propose to elect twelve (12) Members of the Board.

The candidates for Members of the Board are as follows:

Attendance at

Candidate Number

Name

Current Position and Responsibility in the Company

Meetings of the Board of Directors

Reappointment

1. Kimikazu Sugawara

(Male)

Chairman of the Board (Representative Director) 14/14 (100%)

Reappointment

2. Kazuhiko Fujii

(Male)

President (Representative Director) In charge of overall business

14/14 (100%)

Reappointment

3. Shinichiro Kametaka

(Male)

Reappointment

4. Mamoru Kadokura

(Male)

Reappointment

5. Katsunobu Doro

(Male)

Reappointment

6. Jun Enoki

(Male)

Reappointment

7. Toshio Komori

(Male)

Reappointment

8. Masaaki Kimura

(Male)

Member of the Board, Executive Vice President

In charge of human resources and General Manager of the Engine of Sustainability Management, also in charge of Vinyls and Chlor-Alkali Solutions Vehicle, Foam & Residential Techs Solutions Vehicle, CEMEDINE CO., LTD., chemicals purchasing, OLED Business Development Project and Global Open Innovation Planning

Member of the Board, Executive Vice President General Manager of Green Planet Project

In charge of Performance Polymers (MOD) Solutions Vehicle, Performance Polymers (MS) Solutions Vehicle, research and security

Member of the Board, Managing Executive Officer

In charge of Corporate Global Center, E&I Technology Solutions Vehicle and Performance Fibers Solutions Vehicle

Member of the Board, Managing Executive Officer

In charge of Foods & Agris Solutions Vehicle, Supplement, Healthy Foods Strategic Unit, internal controls and Group companies support

Member of the Board, Managing Executive Officer

In charge of corporate planning, accounting, finance, Digital Solutions Center, Logistics Strategic Unit, IR and public relations

Member of the Board, Managing Executive Officer

In charge of Medical Solutions Vehicle and Pharma, and Medical SV President and Head of Kaneka US Innovation Center

14/14 (100%)

14/14 (100%)

14/14 (100%)

14/14 (100%)

14/14 (100%)

11/11 (100%)