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. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.
(Stock Exchange Code 9072)
June 12, 2025
(Date of commencing measures for electronic provision: June 5, 2025)
To Shareholders with Voting Rights:Masakatsu Kuroiwa
President & Representative Director NIKKON Holdings Co., Ltd.
6-17 Akashi-cho Chuo-ku, Tokyo
NOTICE OF THE 84TH ANNUAL GENERAL MEETING OF SHAREHOLDERSDear Shareholders:
We would like to express our sincere appreciation for your continued support and patronage.
You are cordially notified of the 84th Annual General Meeting of Shareholders of NIKKON Holdings Co., Ltd. (the "Company"). The meeting will be held for the purposes as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for electronic provision and posted the matters to be provided electronically on the following website as the "Notice of the 84th Annual General Meeting of Shareholders."
The Company's website:
https://www.nikkon-hd.co.jp/en/ir/stock/general_meeting_doc/
In addition to the website above, the matters are also posted on the following website. Tokyo Stock Exchange website: https://www2.jpx.co.jp/tseHpFront/JJK020030Action.do
Please access the website above, enter the Company's name or stock exchange code to search for the Company, and select "Basic information" and then "Documents for public inspection/PR information" to view the information.
If you do not attend the meeting, you can exercise your voting rights in writing by submitting the Voting Rights Exercise Form, or via an electromagnetic method (through the Internet). Please review the Reference Documents for the General Meeting of Shareholders posted on the matters to be provided electronically, indicate your vote of approval or disapproval on the proposals in the enclosed Voting Rights Exercise Form and return the form so that it is received by 5:30 p.m. on Thursday, June 26, 2025, Japan time (JST), or exercise your voting rights via the Internet (https://evote.tr.mufg.jp/).
This General Meeting of Shareholders will be streamed live online from the opening to the closing.
- Date and Time: Friday, June 27, 2025 at 10:00 a.m. Japan time
- Place: 5F Conference room at the Corporate Headquarters located at 6-17 Akashi-cho Chuo-ku, Tokyo
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Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company's 84th Fiscal Year (April 1, 2024 - March 31, 2025) and results of audits by the Accounting Auditor and the Audit and Supervisory Committee of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company's 84th Fiscal Year (April 1, 2024 - March 31, 2025)
Proposals to be resolved: Proposal 1: Election of Eight (8) Directors (Excluding Directors Serving as Audit and Supervisory Committee Members) Proposal 2: Revision of Amounts of Remuneration for Directors (Excluding Directors Serving as Audit and Supervisory Committee Members) -
Guidance for exercising Voting Rights
If neither approval nor disapproval of a proposal is indicated in the Voting Rights Exercise Form, it shall be deemed as a vote of approval.
If you exercise your voting rights both in writing and via the Internet, the voting rights exercised via the Internet shall be deemed as valid.
If you exercise your voting rights multiple times via the Internet, the latest exercise shall be deemed as valid.
All shareholders, if they do not attend the Meeting, may exercise their voting rights through a proxy who must be another shareholder of the Company having voting rights. However, submission of documents proving power of attorney will be required.
For those attending, please present the enclosed Voting Rights Exercise Form at the reception desk on arrival at the meeting.
Please bring this Notice with you for resource saving.
Of the documents to be provided, the following items are posted on the Company's website (https://www.nikkon-hd.co.jp/ir/stock/general_meeting_doc/) in accordance with laws and regulations as well as the Article 16 of the Company's Articles of Incorporation, and are therefore not included in this document. Accordingly, the said documents are a part of the documents audited by the Accounting Auditor and the Audit and Supervisory Committee Members in preparing their audit reports.
"Major Business Locations" in the Business Report
"Consolidated Statement of Changes in Equity" and "Notes to the Consolidated Financial Statements" in the Consolidated Financial Statements
Non-consolidated Financial Statements
Auditor's reports
Any revisions to the matters to be provided electronically will be posted on each website where those matters are posted.
Please understand that souvenirs for shareholders who attend the meeting will not be provided.
The terms of office of all seven (7) Directors (Excluding Directors serving as Audit and Supervisory Committee Members; hereinafter the same shall apply in this proposal) will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the Company proposes the election of eight (8) Directors, by increasing the number of Outside Directors by two (2) and decreasing the number of internal Directors by one
(1) in order to further enhance its corporate governance structure.
Regarding this proposal, we have obtained an opinion from the Audit and Supervisory Committee that all candidates are suitable for Directors.
The candidates for Director are as follows:
No. | Name | Gender | Current positions in the Company | Attendance at the Board of Directors meetings | |
1 | [Reelection] | Masakatsu Kuroiwa | Male | President, Representative Director and Chief Executive Officer | 14/14 100% |
2 | [Reelection] | Seiji Ooka | Male | Representative Director and Senior Executive Officer | 14/14 100% |
3 | [Reelection] | Yasunori Matsuda | Male | Director and Managing Executive Officer | 14/14 100% |
4 | [Reelection] | Hidehiro Motohashi | Male | Director and Executive Officer | 14/14 100% |
5 | [Reelection] [Outside] [Independent] | Aiko Koma | Female | Outside Director | 14/14 100% |
6 | [Reelection] [Outside] [Independent] | Ryutaro Ozeki | Male | Outside Director | 14/14 100% |
7 | [New] [Outside] [Independent] | Ichinari Koda | Male | - | - |
8 | [New] [Outside] [Independent] | Clark Graninger | Male | - | - |
No. | Name (Date of birth) | Career Summary and Responsibilities at the Company (Significant concurrent positions) | Number of shares of the Company held |
Masakatsu Kuroiwa (February 2, 1951) | March 1973 Joined the Company September 1981 General Manager of Suzuka Center June 1986 Director June 1989 Managing Director November 1994 President, A.N.I. LOGISTICS, LTD. June 1999 Senior Managing Director, the Company January 2003 Chairman and President, NK PARTS INDUSTRIES, INC. April 2009 General Manager of Sales Headquarters, the Company June 2009 President and Representative Director June 2011 President, Representative Director and Executive Officer October 2015 President, Representative Director and Chief Executive Officer (current position) [Significant concurrent position] Chairman and Representative Director, NIPPON KONPO UNYU SOKO CO., LTD. | ||
Attendance at meetings of the Board of Directors 14/14 | 336,411 | ||
1 | [Reelection] | ||
[Reasons for nomination as a candidate for Director] Mr. Masakatsu Kuroiwa is appropriately supervising management as President and Representative Director. In the Board of Directors, he makes sufficient and appropriate explanations regarding important management projects and serves to increase the decision-making functions of the Board of Directors. Additionally, he possesses a wealth of operational experience in Japan and overseas at the Company, leads management as Chief Executive Officer, and works to continuously improve corporate value through managing the company based on the corporate principles. Based upon the above, the Company has judged that he will be appropriate as a Director of the Company to lead the Company toward realizing the long-term vision, and requests his continued election as Director. | |||
2 | Seiji Ooka (June 30, 1960) Attendance at meetings of the Board of Directors 14/14 [Reelection] | March 1983 Joined the Company October 1992 Manager of Sales Office of Sayama Packaging Center August 1998 Seconded to A.N.I. LOGISTICS, LTD. June 2007 General Manager of Sales Office of KD Packaging, the Company July 2009 General Manager of Packaging Sales Department and General Manager of Sales Office of KD Packaging April 2011 General Manager of Packaging Sales Department and General Manager of Tokyo Business Department June 2011 Executive Officer January 2014 General Manager of Packaging Sales Department, General Manager of Tokyo Business Department, and General Manager of the Fifth Sales Department September 2015 Retired from Executive Officer October 2015 Executive Officer, NIPPON KONPO UNYU SOKO CO., LTD. April 2016 Executive Officer, the Company June 2016 Director and Executive Officer July 2016 General Manager of Domestic Business Department June 2017 Representative Director, President and Executive Officer, NIPPON KONPO UNYU SOKO CO., LTD. April 2021 Director and Senior Executive Officer, the Company April 2021 President and Representative Director, NIPPON KONPO UNYU SOKO CO., LTD. (current position) June 2021 Representative Director and Senior Executive Officer, the Company (current position) [Significant concurrent position] President and Representative Director, NIPPON KONPO UNYU SOKO CO., LTD. | 45,056 |
[Reasons for nomination as a candidate for Director] Mr. Seiji Ooka has been involved in operations, in Japan and overseas, related to the logistics business and customs clearance business and has a wealth of operational experience and knowledge regarding administration and operations, having served in various roles including General Manager of the Sales Department. Based upon the above, the Company has judged that he will be appropriate as a Director of the Company to realize the continuous improvement of corporate value of the Company, and requests his continued election as Director. | |||
No. | Name (Date of birth) | Career Summary and Responsibilities at the Company (Significant concurrent positions) | Number of shares of the Company held |
Yasunori Matsuda | March 1982 Joined the Company November 1997 Assistant Manager of Accounting Department June 2000 Seconded to NK PARTS INDUSTRIES, INC. June 2007 General Manager of Accounting Department, the Company October 2009 General Manager of Affiliated Companies Management Department April 2012 Executive Officer June 2012 Director and Executive Officer April 2019 General Manager of Legal Affairs Department June 2019 In charge of Real Estate Business Department (current position) April 2021 Director and Managing Executive Officer (current position) April 2023 General Manager of Overseas Business Department (current position) April 2024 General Manager of Legal Affairs Department (current position) April 2024 In charge of Accounting Department (current position) | ||
(March 9, 1959) | |||
Attendance at | |||
meetings of the Board | 64,404 | ||
of Directors | |||
3 | 14/14 | ||
[Reelection] | |||
[Reasons for nomination as a candidate for Director] Mr. Yasunori Matsuda has been involved primarily in operations, in Japan and overseas, related to finance and accounting and has served as General Manager of the Accounting Department, etc., having a wealth of operational experience and knowledge regarding administration and operations. Based upon the above, the Company has judged that he will be appropriate as a Director of the Company to realize the continuous improvement of corporate value of the Company, and requests his continued election as Director. | |||
Hidehiro Motohashi | March 1988 Joined the Company July 2010 General Manager of Okayama Sales Office June 2014 General Manager of Personnel Department and General Manager of Information Management Department April 2015 Executive Officer April 2015 General Manager of Labor Department and General Manager of Health Development Center September 2015 Retired from Executive Officer October 2015 Executive Officer, NIPPON KONPO UNYU SOKO CO., LTD. April 2020 Executive Officer, the Company June 2021 Director and Executive Officer (current position) July 2021 Responsible for General Affairs Department (current position) July 2021 General Manager of Group Administration Department (current position) December 2022 General Manager of HR Supervisory Department (current position) | ||
(January 14, 1965) | |||
Attendance at | |||
meetings of the Board | 28,551 | ||
of Directors | |||
4 | 14/14 | ||
[Reelection] | |||
[Reasons for nomination as a candidate for Director] Mr. Hidehiro Motohashi has been involved primarily in operations related to personnel affairs and information management and has served as General Manager of the Personnel Department, etc., having a wealth of operational experience and knowledge regarding administration and operations. Based upon the above, the Company has judged that he will be appropriate as a Director of the Company to realize the continuous improvement of corporate value of the Company, and requests his continued election as Director. | |||