(English Translation)
This English translation is an abridged version of the original document in Japanese.
In the event of any discrepancy, the Japanese version prevails.
To Our Shareholders:
Securities Code 4187
February 5, 2026 (Start of provision of information in electronic format: February 4, 2026)
1-8-15 Azuchi-machi, Chuo-ku, Osaka City OSAKA ORGANIC CHEMICAL INDUSTRY LTD.
Representative Director and CEO Masayuki Ando
Notice of Convocation of the 79th Ordinary General Meeting of Shareholders
Notice is hereby given that the 79th Ordinary General Meeting of Shareholders of OSAKA ORGANIC CHEMICAL INDUSTRY LTD. (the Company) will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for providing relevant information in electronic format. Matters for electronic provision are posted on the website below as "Notice of Convocation of the 79th Ordinary General Meeting of Shareholders."
Our website: https://www.ooc.co.jp/en/ir/material/meeting_doc/
Besides the above, the same information is also posted on the website below. Tokyo Stock Exchange website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
To view the information, access the above TSE website, enter our company name or securities code, and select "Basic information" and "Documents for public inspection/PR information" in order.
If you are unable to attend the meeting, you may submit your votes online or in writing. Please read the Reference Materials for the General Meeting of Shareholders included in the matters for electronic provision, and submit your votes by referring to the following "Information on Exercising Voting Rights" by no later than 6:00 p.m. on Wednesday, February 25, 2026.
1. | Date and Time: | Thursday, February 26, 2026 at 10:00 a.m. | |
2. | Place: | ZENT Shinsaibashi Bldg. 3F, 4-3-2 Minamisenba, Chuo-ku, Osaka TKP Garden City PREMIUM Shinsaibashi "Banquet 3A" | |
3. | Meeting Agenda: | ||
Matters to be reported: | 1. | Report on the business report and the consolidated financial statements for the 79th fiscal period (from December 1, 2024 to November 30, 2025), and audit results on the consolidated financial statements by the Accounting Auditor and the Audit & Supervisory Committee | |
2. | Report on the non-consolidated financial statements for the 79th fiscal period (from December 1, 2024 to November 30, 2025) | ||
Proposals to be resolved: | |||
Proposal 1: | Appropriation of Retained Earnings | ||
Proposal 2: | Election of Six (6) Directors (excluding Directors who are Audit & Supervisory Committee members) | ||
Proposal 3: | Election of Three (3) Directors Who Are Audit & Supervisory Committee Members | ||
Proposal 4: | Election of Two (2) Substitute Directors Who Are Audit & Supervisory Committee Members | ||
4. Matters Decided for Convocation Please refer to "Information on Exercising Voting Rights" on page 3. | |||
〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰 〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
Please present the enclosed voting form to the receptionist when attending the meeting in person.
If any amendment is made to the matters for electronic provision, it will be posted on the relevant website.
If you are attending the meeting
Date and time: Thursday, February 26, 2026 at 10:00 a.m.Please submit the enclosed Voting Rights Exercise Form at the reception desk.
If you exercise the voting right via the Internet
Deadline: 6:00 p.m. on Wednesday, February 25, 2026Voting Rights Exercise Website: https://evote.tr.mufg.jp/
Please access the above voting website and enter your vote for or against the proposals by the deadline.
Please refer to the next page for "Information on Exercising Voting Rights via the Internet."
If you exercise the voting right by mail
Deadline: 6:00 p.m. on Wednesday, February 25, 2026 (time of receipt)Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form and return it by mail so that it is received by the deadline.
If no indication for or against is made on the Voting Rights Exercise Form, it will be treated as an indication for the Company's proposal.
Information on Exercising Voting Rights via the Internet Voting method by scanning the QR codeYou can access the Voting Rights Exercise Website without typing the log-in ID or password.
Scan the QR Code at the lower right-hand side of the Voting Rights Exercise Form with your smartphone.
*QR Code is a registered trademark of DENSO WAVE INCORPORATED.
Follow the on-screen instructions to enter your vote for or against.
Voting Rights Exercise Website: https://evote.tr.mufg.jp/
Access the above Voting Rights Exercise Website from your computer or smartphone.
Enter the "Log-in ID" and the "Temporary Password" described in the Voting Rights Exercise Form, and click "Log-in."
Follow the on-screen instructions to enter your vote for or against.
[Inquiries regarding exercising voting rights via the Internet]
Help Desk, Corporate Agency Division, Mitsubishi UFJ Trust and Banking Corporation Tel: 0120-173-027
(Toll-free, Business hours: 9:00 to 21:00)
In the event that voting rights are exercised more than once:
If the voting right is exercised both via the Internet and by mail, only the exercise of the voting right via the Internet shall be valid. If the voting right is exercised more than once via the Internet, only the last exercise of the voting right
shall be valid. Likewise, if the voting right is exercised using both a computer and a smartphone, only the last exercise of the voting right shall be valid.
The Internet voting system is unavailable daily from 2:30 a.m. to 4:30 a.m.
Internet connection and communication fees incurred when accessing the Voting Rights Exercise Website shall be borne by shareholders.
Institutional investors may use the electronic voting rights exercise platform operated by ICJ, Inc.
Reference Materials for the General Meeting of Shareholders
Proposal 1: Appropriation of Retained Earnings
We propose the appropriation of retained earnings as follows:
Matters concerning year-end dividends
In consideration of the current performance, we plan to pay dividends from retained earnings for the 79th fiscal year as follows.
Type of dividend Cash
Matters relevant to allotment of dividends and total amount to be distributed
The Company proposes a dividend of 40 yen per share of its common shares. Total dividends will be 813,490,840 yen.
(NOTE) The annual dividend for the fiscal year, including the interim dividend, will be 75 yen per share.
Effective date of the distribution of retained earnings February 27, 2026
Proposal 2: Election of Six (6) Directors (excluding Directors who are Audit & Supervisory Committee members)
The terms of office of all six (6) Directors (excluding Directors who are Audit & Supervisory Committee members; the same applies hereinafter in this proposal) will expire upon the conclusion of this General Meeting.
Accordingly, we would like to propose the election of six (6) Directors.
The Audit & Supervisory Committee has determined that the selection and determination process for the candidates is appropriate.
The candidates for Directors are as follows.
Candidate No. | Name | Current positions and responsibilities at the Company | The attendance rate at the Board (Number of Attendances/Number of Meetings) | ||||
1 | Masayuki Ando | Male | Reelection | Representative Director and CEO | 100% (16 times/16 times) | ||
2 | Soichi Honda | Male | Reelection | Director Executive Officer General Manager of Administration Division | 100% (16 times/16 times) | ||
3 | Motomi Ogasahara | Male | Reelection | Director Executive Officer General Manager of Business Operation Division and Manager of International Business Department | 100% (16 times/16 times) | ||
4 | Tetsuya Watanabe | Male | Reelection | Director Executive Officer General Manager of Corporate Planning Division | 100% (16 times/16 times) | ||
5 | Takayuki Hamanaka | Male | Reelection | Outside Director Independent director | Director | 100% (16 times/16 times) | |
6 | Naoki Enomoto | Male Reelection | Outside Director | Director | 100% (16 times/16 times) | ||
Independent director | |||||||
Candidate No. 1 | Masayuki Ando | Reelection |
Brief personal record, positions, responsibilities and significant concurrent positions | |
April 1986 | Joined the Company |
February 2013 | General Manager of R&D Division and Research Institute |
February 2014 | Director, General Manager of R&D Division |
February 2016 | Director, General Manager of R&D Division and Advanced Technology Research Institute Head |
December 2017 | Managing Director, General Manager of R&D Division |
February 2018 | Managing Director, Executive Officer, General Manager of R&D Division |
December 2018 | Managing Director Executive Officer, General Manager of Corporate Planning Division and R&D Division/in charge of Research & Business Development Office |
December 2019 | Director (R&D Division/in charge of Research & Business Development Office) Senior Managing Executive Officer, General Manager of Corporate Planning Division |
July 2020 | Representative Director and CEO (current) |
Number of shares of the Company owned
19,800 Shares
Reason for nomination as a candidate for director
Since he was elected as a director in 2014, Masayuki Ando has been working to strengthen the new businesses developments by leveraging his experience involving sales, research, and corporate planning divisions. We nominate him as a candidate for director, expecting that he continues to take advantage of these experiences and accomplishments to make management decisions and carry out oversight.
Outline of directors and officers liability insurance policy
The Company has entered into a directors and officers liability insurance policy as set forth in Paragraph 1 of Article 430-3 of the Companies Act with the insurance company and shall indemnify the directors and officers who are the insured from any damage that may be caused by the directors and officers taking responsibility for the execution of their duties or receiving a claim on the pursuit of such liability. Provided, however, that there are certain immunity reasons, such as the damages caused by actions taken recognizing that they violate laws, shall not be covered. Masayuki Ando is currently a director of the Company and is included in the insured of such insurance policy. When his reelection is approved, he will continue to be included in the insured of the insurance policy, and we plan to renew it with the same terms during his term of office.
Candidate No. 2 | Soichi Honda | Reelection |
Brief personal record, positions, responsibilities and significant concurrent positions | |
April 1990 | Joined the Company |
December 2015 | General Manager of Administration Division |
February 2016 | Director, General Manager of Administration Division |
April 2016 | Director, General Manager of Administration Division and Manager of Human Resources Department |
December 2017 | Director, General Manager of Administration Division |
February 2018 | Director, Executive Officer, General Manager of Administration Division (current) |
February 2022 | Director of Shinko Organic Chemical Industry Ltd. (current) |
Date of birth July 12, 1966
Number of shares of the Company owned
14,561 Shares
Reason for nomination as a candidate for director
Since he was elected as a director in 2016, Soichi Honda has been working to strengthen the administrative division by leveraging his wealth of experience at the Company. We nominate him as a candidate for director, expecting that he continues to take advantage of these experiences and accomplishments to make management decisions and carry out oversight.
Outline of directors and officers liability insurance policy
The Company has entered into a directors and officers liability insurance policy as set forth in Paragraph 1 of Article 430-3 of the Companies Act with the insurance company and shall indemnify the directors and officers who are the insured from any damage that may be caused by the directors and officers taking responsibility for the execution of their duties or receiving a claim on the pursuit of such liability. Provided, however, that there are certain immunity reasons, such as the damages caused by actions taken recognizing that they violate laws, shall not be covered. Soichi Honda is currently a director of the Company and is included in the insured of such insurance policy. When his reelection is approved, he will continue to be included in the insured of the insurance policy, and we plan to renew it with the same terms during his term of office.
Candidate No. 3 | Motomi Ogasahara | Reelection |
Brief personal record, positions, responsibilities and significant concurrent positions | |
April 1988 | Joined the Company |
December 2017 | Director, General Manager of Business Operation Division and Manager of Chemical Sales Department |
January 2018 | Representative Director of Osaka Organic Chemical (Shanghai) Trading Ltd. (current) |
February 2018 | Director, Executive Officer, General Manager of Business Operation Division and Manager of Chemicals Sales Department and in charge of Affiliated Companies |
December 2018 | Director, Executive Officer, General Manager of Business Operation Division and in charge of Affiliated Companies |
December 2021 | Director, Executive Officer, General Manager of Business Operation Division and General Manager of International Business Department (current) |
July 2024 | Representative Director of Osaka Organic Chemical Industry Korea Ltd. (current) |
Number of shares of the Company owned
13,500 Shares
Reason for nomination as a candidate for director
Since he was elected as a director in 2018, Motomi Ogasahara has been working to strengthen the sales division by leveraging his wealth of experience in the division. We nominate him as a candidate for director, expecting that he continues to take advantage of these experiences and accomplishments to make management decisions and carry out oversight.
Outline of directors and officers liability insurance policy
The Company has entered into a directors and officers liability insurance policy as set forth in Paragraph 1 of Article 430-3 of the Companies Act with the insurance company and shall indemnify the directors and officers who are the insured from any damage that may be caused by the directors and officers taking responsibility for the execution of their duties or receiving a claim on the pursuit of such liability. Provided, however, that there are certain immunity reasons, such as the damages caused by actions taken recognizing that they violate laws, shall not be covered. Motomi Ogasahara is currently a director of the Company and is included in the insured of such insurance policy. When his reelection is approved, he will continue to be included in the insured of the insurance policy, and we plan to renew it with the same terms during his term of office.
Candidate No. 4 | Tetsuya Watanabe | Reelection |
Brief personal record, positions, responsibilities and significant concurrent positions | |
April 1995 | Joined the Company |
July 2020 | Executive Officer, General Manager of Corporate Planning Division |
February 2022 | Director, Executive Officer, General Manager of Corporate Planning Division |
December 2023 | Director, Executive Officer, General Manager of Corporate Planning Division in charge of Quality Assurance Office |
December 2025 | Director, Executive Officer, General Manager of Corporate Planning Division (current) |
Date of birth June 3, 1970
Number of shares of the Company owned
16,200 Shares
Reason for nomination as a candidate for director
Since he was elected as a director in 2022, Tetsuya Watanabe has been working to strengthen the Corporate Planning Division by leveraging his wealth of experience at the Company. We nominate him as a candidate for director, expecting that he continues to take advantage of these experiences and accomplishments to make management decisions and carry out oversight.
Outline of directors and officers liability insurance policy
The Company has entered into a directors and officers liability insurance policy as set forth in Paragraph 1 of Article 430-3 of the Companies Act with the insurance company and shall indemnify the directors and officers who are the insured from any damage that may be caused by the directors and officers taking responsibility for the execution of their duties or receiving a claim on the pursuit of such liability. Provided, however, that there are certain immunity reasons, such as the damages caused by actions taken recognizing that they violate laws, shall not be covered. Tetsuya Watanabe is currently a director of the Company and is included in the insured of such insurance policy. When his reelection is approved, he will continue to be included in the insured of the insurance policy, and we plan to renew it with the same terms during his term of office.
Reelection | Outside Director | Independent |
Candidate
No. 5 Takayuki Hamanaka
Brief personal record, positions, responsibilities and significant concurrent positions | |
April 1998 | Registered as an attorney-at-law (Osaka Bar Association), Admitted to Showa Law Office (current Habataki Law Office) |
July 2005 | Earned EU Law LL.M. at Faculty of Law, Catholic University of Leuven Law School in Belgium |
July 2005 | Joined Linklaters in EU Brussels Office, Competition Law Department |
December 2007 | Partner of Habataki Law Office (current) |
February 2016 | Director of the Company (current) |
Number of shares of the Company owned
- Shares
Reasons for nomination as a candidate for outside director and expected roles
We nominate Takayuki Hamanaka as a candidate for outside director as we determined that he could offer useful comments regarding the Company's management from an objective and neutral standpoint, given his wealth of experience and deep insight as an attorney, although he has not been involved in corporate management in any way other than being an outside director in the past.
Registration as an independent director
The Company has notified the Tokyo Stock Exchange of Takayuki Hamanaka as an independent director. No. of years since assuming office as an outside director of the Company
Takayuki Hamanaka's term of office as an outside director of the Company will be 10 years upon the conclusion of this General Meeting of the Shareholders.
Terms of limited liability agreement
We have entered into a limited liability agreement with Takayuki Hamanaka as stipulated in Article 427, Paragraph 1 of the Companies Act based on the provisions of the Company's Articles of Incorporation. We plan to extend the agreement when he is reelected. The limit amount of liability for damages under the relevant agreement is stipulated by law.
Outline of directors and officers liability insurance policy
The Company has entered into a directors and officers liability insurance policy as set forth in Paragraph 1 of Article 430-3 of the Companies Act with the insurance company and shall indemnify the directors and officers who are the insured from any damage that may be caused by the directors and officers taking responsibility for the execution of their duties or receiving a claim on the pursuit of such liability. Provided, however, that there are certain immunity reasons, such as the damages caused by actions taken recognizing that they violate laws, shall not be covered. Takayuki Hamanaka is currently a director of the Company and is included in the insured of such insurance policy. When his reelection is approved, he will continue to be included in the insured of the insurance policy, and we plan to renew it with the same terms during his term of office.
Reelection | Outside Director | Independent |
Candidate
No. 6 Naoki Enomoto
Brief personal record, positions, responsibilities and significant concurrent positions | |
April 1985 | Joined the Ministry of Finance |
July 1991 | Customs district tax office director |
May 1999 | Counselor, Japanese Embassy in Malaysia |
July 2002 | Director for the Minister's Secretariat (Minister's Secretariat Accounts Division) |
July 2003 | Director of Collection Department, Tokyo Regional Taxation Bureau |
July 2004 | Director for Defense Industry, Aerospace and Defense Industry Division, Manufacturing Industry Bureau, Ministry of Economy, Trade and Industry |
July 2006 | Director, Balance of Payments, Foreign Exchange Markets Division, International Bureau |
July 2008 | Director for Fiscal Investment and Loan Appropriation, Finance Bureau (Cabinet/Finance, Agriculture, Forestry and Fisheries/Environment, Economy, Trade and Industry, in charge of Land, Infrastructure and Transportation) |
July 2009 | Director, Finance Division, Bureau of Finance and Equipment, Ministry of Defense |
July 2011 | Director, Policy Planning and Research Division, Minister's Secretariat |
Date of birth September 2012 | Counselor, Office in Charge of the Nuclear Damage Compensation Facilitation Corporation, Cabinet Office |
October 29, 1962 July 2014 | Director-General, Tohoku Local Finance Bureau |
Number of shares of the Company June 2015 owned | Member of the Board of Directors, Managing Executive Officer, Development Bank of Japan Inc. |
July 2017 | Director-General, Fukuoka Regional Taxation Bureau |
- Shares July 2018 | Director-General, Osaka Regional Taxation Bureau |
August 2020 | Director-General, Tokyo Custom-House |
November 2021 | Adviser, Sompo Japan Insurance Inc. |
February 2022 | Director of the Company (current) |
August 2022 | Adviser, The Nanto Bank, Ltd. |
June 2023 | Outside Auditor, Advanex Inc. (current) |
Reasons for nomination as a candidate for outside director and expected roles We nominate Naoki Enomoto as a candidate for outside director as we determined that he could offer useful comments regarding the Company's management from an objective and neutral standpoint since he has a wealth of experience and deep insight based on his operational experience at the Ministry of Finance, the Ministry of Economy, Trade and Industry, and other organizations. Registration as an independent director The Company has notified the Tokyo Stock Exchange of Naoki Enomoto as an independent director. No. of years since assuming office as an outside director of the Company Naoki Enomoto's term of office as an outside director of the Company will be four years upon the conclusion of this General Meeting of the Shareholders. Terms of limited liability agreement We have entered into a limited liability agreement with Naoki Enomoto as stipulated in Article 427, Paragraph 1 of the Companies Act based on the provisions of the Company's Articles of Incorporation. We plan to extend the agreement when he is reelected. The limit amount of liability for damages under the relevant agreement is stipulated by law. Outline of directors and officers liability insurance policy The Company has entered into a directors and officers liability insurance policy as set forth in Paragraph 1 of Article 430-3 of the Companies Act with the insurance company and shall indemnify the directors and officers who are the insured from any damage that may be caused by the directors and officers taking responsibility for the execution of their duties or receiving a claim on the pursuit of such liability. Provided, however, that there are certain immunity reasons, such as the damages caused by actions taken recognizing that they violate laws, shall not be covered. Naoki Enomoto is currently a director of the Company and is included in the insured of such insurance policy. When his reelection is approved, he will continue to be included in the insured of the insurance policy, and we plan to renew it with the same terms during his term of office. | |
(Note) | There is no special interest between any of the candidates and the Company. |
Proposal 3: Election of Three (3) Directors Who Are Audit & Supervisory Committee Members The terms of office of all three (3) Directors who are Audit & Supervisory Committee members will expire upon the conclusion of this General Meeting.
Accordingly, we would like to propose the election of three (3) Directors who are Audit & Supervisory Committee members.
We have obtained prior consent from the Audit & Supervisory Committee on this proposal.
The candidates for Directors who are Audit & Supervisory Committee members are as follows.
Candidate No. 1 | Sobi Nagayanagi | Reelection |
Brief personal record, positions, responsibilities and significant concurrent positions | |
April 1985 | Joined the Company |
February 2012 | General Manager of the Internal Audit Office |
February 2017 | Managing Auditor |
February 2024 | Director (Standing Audit & Supervisory Committee member) (current) |
Date of birth January 1, 1963
Number of shares of the Company owned
- Shares
Reasons for nomination as a candidate for director who is an Audit & Supervisory Committee member
Sobi Nagayanagi has many years of experience in promoting the establishment of the Company's internal control system and is familiar with all aspects of the Company's operations. Since February 2024, he has been playing an important role in the Company's management audit and oversight as a Standing Audit & Supervisory Committee member. We nominate him as a candidate for director who is an Audit & Supervisory Committee member as we expect that he continues to contribute to improvement in corporate value of the Group based on these experiences and accomplishments.
Outline of directors and officers liability insurance policy
The Company has entered into a directors and officers liability insurance policy as set forth in Paragraph 1 of Article 430-3 of the Companies Act with the insurance company and shall indemnify the directors and officers who are the insured from any damage that may be caused by the directors and officers taking responsibility for the execution of their duties or receiving a claim on the pursuit of such liability. Provided, however, that there are certain immunity reasons, such as the damages caused by actions taken recognizing that they violate laws, shall not be covered. Sobi Nagayanagi is currently a director of the Company and is included in the insured of such insurance policy. When his reelection is approved, he will continue to be included in the insured of the insurance policy, and we plan to renew it with the same terms during his term of office.
Reelection | Outside Director | Independent |
Candidate
No. 2 Yasuko Yoshida
Brief personal record, positions, responsibilities and significant concurrent positions | |
October 2000 | Admitted to Asahi & Co. (current KPMG AZSA LLC) |
May 2004 | Registered as a certified public accountant |
July 2005 | Registered as a certified tax accountant |
July 2005 | Launched Yoshida Certified Public Accountant Office (current) |
February 2019 | Auditor of the Company |
May 2021 | Registered as a U.S. Certified Public Accountant (State of Washington) |
June 2021 | Outside Audit & Supervisory Board Member, Espec Corp. |
June 2022 Date of birth | Outside Director (Audit & Supervisory Committee member), Espec Corp. (current) |
November 26, 1976 February 2024 | Director (Audit & Supervisory Committee member) of the Company (current) |
Number of shares of the Company owned | |
- Shares
Reasons for nomination as a candidate for outside director who is an Audit & Supervisory Committee member and expected roles
With her expertise and experience cultivated as a certified public accountant, Yasuko Yoshida has been playing an important role in the Company's management audit and oversight as an outside director who is an Audit & Supervisory Committee member from a fair and neutral standpoint. We nominate her as a candidate for outside director who is an Audit & Supervisory Committee member as we expect that she continues to contribute to strengthening the functions of auditing and overseeing the Company's management based on her knowledge and accomplishments. Although she has not been involved in corporate management in any way other than being an outside director in the past, the Company believes that she is able to properly fulfill her duties on grounds of the reason above.
Registration as an independent director
The Company has notified the Tokyo Stock Exchange of Yasuko Yoshida as an independent director. No. of years since assuming office as an outside director of the Company
Yasuko Yoshida's term of office as an outside director who is an Audit & Supervisory Committee member of the Company will be two years upon the conclusion of this General Meeting of the Shareholders.
Terms of limited liability agreement
We have entered into a limited liability agreement with Yasuko Yoshida as stipulated in Article 427, Paragraph 1 of the Companies Act based on the provisions of the Company's Articles of Incorporation. We plan to extend the agreement when she is reelected. The limit amount of liability for damages under the relevant agreement is stipulated by law.
Outline of directors and officers liability insurance policy
The Company has entered into a directors and officers liability insurance policy as set forth in Paragraph 1 of Article 430-3 of the Companies Act with the insurance company and shall indemnify the directors and officers who are the insured from any damage that may be caused by the directors and officers taking responsibility for the execution of their duties or receiving a claim on the pursuit of such liability. Provided, however, that there are certain immunity reasons, such as the damages caused by actions taken recognizing that they violate laws, shall not be covered. Yasuko Yoshida is currently a director of the Company and is included in the insured of such insurance policy. When her reelection is approved, she will continue to be included in the insured of the insurance policy, and we plan to renew it with the same terms during her term of office.
Reelection | Outside Director | Independent |
Candidate
No. 3 Tomoko Takase
Brief personal record, positions, responsibilities and significant concurrent positions | |
April 2000 | Registered as an attorney-at-law |
April 2000 | Admitted to Matsui Takao Law Office |
June 2002 | Admitted to TAIHEIYO LAW OFFICES |
October 2009 | Admitted to Murata Futaba Law Office (current ARCUS PARTNERS) and assumed the position of partner (current) |
February 2022 | Auditor of the Company |
February 2024 | Director (Audit & Supervisory Committee member) of the Company (current) |
Number of shares of the Company owned
- Shares
Reasons for nomination as a candidate for outside director who is an Audit & Supervisory Committee member and expected roles Tomoko Takase has been playing an important role in the Company's management audit and oversight as an outside director who is an Audit & Supervisory Committee member from an objective and neutral standpoint, taking advantage of her expertise and experience cultivated as an attorney. We nominate her as a candidate for outside director who is an Audit & Supervisory Committee member as we expect that she continues to contribute to strengthening the functions of auditing and overseeing the Company's management based on her knowledge and accomplishments. Although she has not been involved in corporate management in any way other than being an outside director in the past, the Company believes that she is able to properly fulfill her duties on grounds of the reason above. Registration as an independent director The Company has notified the Tokyo Stock Exchange of Tomoko Takase as an independent director. No. of years since assuming office as an outside director of the Company Tomoko Takase's term of office as an outside director who is an Audit & Supervisory Committee member of the Company will be two years upon the conclusion of this General Meeting of the Shareholders. Terms of limited liability agreement We have entered into a limited liability agreement with Tomoko Takase as stipulated in Article 427, Paragraph 1 of the Companies Act based on the provisions of the Company's Articles of Incorporation. We plan to extend the agreement when she is reelected. The limit amount of liability for damages under the relevant agreement is stipulated by law. Outline of directors and officers liability insurance policy The Company has entered into a directors and officers liability insurance policy as set forth in Paragraph 1 of Article 430-3 of the Companies Act with the insurance company and shall indemnify the directors and officers who are the insured from any damage that may be caused by the directors and officers taking responsibility for the execution of their duties or receiving a claim on the pursuit of such liability. Provided, however, that there are certain immunity reasons, such as the damages caused by actions taken recognizing that they violate laws, shall not be covered. Tomoko Takase is currently a director of the Company and is included in the insured of such insurance policy. When her reelection is approved, she will continue to be included in the insured of the insurance policy, and we plan to renew it with the same terms during her term of office. | |
(Note) | There is no special interest between any of the candidates and the Company. |
(Reference)
The skill matrix of professional skills and experience of Directors is as follows if Proposals 2 and 3 are approved.
Position at the Company after approval | Name | Gender | Knowledge/Experience/Professional Skills | Brief Personal Record/ Experience/ Qualifications | |||||||
Management | ESG | Sales | Technologies | Overseas | Finance/ Accounting | Risk/ Internal Control | Legal Affairs/Laws and Regulations/ Public Sector | ||||
Representative Director and CEO | Masayuki Ando | Male | ● | ● | ● | ● | R&D/Overseas/ Corporate Planning | ||||
Director | Soichi Honda | Male | ● | ● | ● | ● | Sales/Overseas/ Administration | ||||
Director | Motomi Ogasahara | Male | ● | ● | ● | Sales/Overseas | |||||
Director | Tetsuya Watanabe | Male | ● | ● | ● | R&D/Sales/ Corporate Planning | |||||
Outside Director | Takayuki Hamanaka | Male | ● | ● | ● | ● | ● | Lawyer/Overseas | |||
Outside Director | Naoki Enomoto | Male | ● | ● | ● | ● | Ministry of Finance/Ministry of Economy, Trade and Industry/ Regional Taxation Bureau | ||||
Director (Audit & Supervisory Committee member) | Sobi Nagayanagi | Male | ● | ● | ● | R&D/Management System/Internal Audit | |||||
Outside Director (Audit & Supervisory Committee member) | Yasuko Yoshida | Female | ● | ● | ● | ● | Certified tax accountant/ Certified public accountant | ||||
Outside Director (Audit & Supervisory Committee member) | Tomoko Takase | Female | ● | ● | ● | ● | ● | Lawyer | |||
Proposal 4: Election of Two (2) Substitute Directors Who Are Audit & Supervisory Committee Members
We would like to propose the election of two (2) substitute Directors who are Audit & Supervisory Committee members in advance in case the number of Directors who are Audit & Supervisory Committee members may fall short of that stipulated by law.
This proposal requests you to elect Masaki Yoshimura as the substitute Director who is an Audit & Supervisory Committee member for Yasuko Yoshida, Director who is an Audit & Supervisory Committee member, and Kiyoshi Tsujimoto as the substitute Director who is an Audit & Supervisory Committee member for Tomoko Takase, Director who is an Audit & Supervisory Committee member, subject to the approval of Proposal 3 "Election of Three
(3) Directors Who Are Audit & Supervisory Committee Members" as originally proposed. The effectiveness of the election may be invalidated by resolution of the Board of
Directors of the Company, provided it is prior to the candidate's assumption of office.
We have obtained prior consent from the Audit & Supervisory Committee on this proposal.
The candidates for substitute Directors who are Audit & Supervisory Committee members are as follows.
Reelection | Outside Director | Independent |
Candidate
No. 1 Masaki Yoshimura
Brief personal record, positions, responsibilities and significant concurrent positions | |
October 2003 | Admitted to AZSA & Co. (current KPMG AZSA LLC) |
October 2008 | Joined KPMG FAS Co., Ltd. |
January 2013 | Launched Masaki Yoshimura Certified Public Accountant Office (current) |
January 2013 | Representative Director, Business Athletes Co., Ltd. (current) |
June 2014 | Director, Value Added Japan Co., Ltd. (current VAJ Digital Design K.K.) |
October 2016 | Representative Director, Fulgente Co., Ltd. (current) |
July 2017 | Outside Auditor, Naito Securities Co., Ltd. (current) |
Date of birth June 2019 | Outside Auditor, Furubayashi Shiko Co., Ltd. (current) |
March 18, 1977
Number of shares of the Company owned
- Shares
Reasons for nomination as a candidate for substitute outside director who is an Audit & Supervisory Committee member and expected roles In addition to his expertise and experience cultivated as a certified public accountant, Masaki Yoshimura has experience and insight as
a corporate manager. We nominate him as a candidate for substitute outside director who is an Audit & Supervisory Committee member as we expect that if he assumes the office of director who is an Audit & Supervisory Committee member, he will use his experience and knowledge to contribute to ensuring the soundness and appropriateness of the Company's management and to improving its transparency.
Registration as an independent director
We plan to notify the Tokyo Stock Exchange of Masaki Yoshimura, a candidate for substitute outside director who is an Audit & Supervisory Committee member, as an independent director if he is elected and assumes the office of outside director who is an Audit & Supervisory Committee member.
Terms of limited liability agreement
We plan to enter into a limited liability agreement with Masaki Yoshimura, a candidate for substitute outside director who is an Audit & Supervisory Committee member, as stipulated in Article 427, Paragraph 1 of the Companies Act based on the provisions of the Company's Articles of Incorporation if he is elected and assumes the office of outside director who is an Audit & Supervisory Committee member. The limit amount of liability for damages under the relevant agreement is stipulated by law.
Outline of directors and officers liability insurance policy
The Company has entered into a directors and officers liability insurance policy as set forth in Paragraph 1 of Article 430-3 of the Companies Act with the insurance company and shall indemnify the directors and officers who are the insured from any damage that may be caused by the directors and officers taking responsibility for the execution of their duties or receiving a claim on the pursuit of such liability. Provided, however, that there are certain immunity reasons, such as the damages caused by actions taken recognizing that they violate laws, shall not be covered. When Masaki Yoshimura assumes the office of outside director who is an Audit & Supervisory Committee member, he will be included in the insured of the insurance policy, and we plan to renew it with the same terms during his term of office.
Reelection | Outside Director | Independent |
Candidate
No. 2 Kiyoshi Tsujimoto
Brief personal record, positions, responsibilities and significant concurrent positions | |
April 2000 | Registered as an attorney-at-law |
April 2000 | Admitted to Muratsuji Law Office |
July 2001 | Registered as a patent attorney |
March 2003 | Admitted to and assumed the position of deputy director at Tsujimoto Law and Patent Firm |
March 2006 | Registered to New York State Bar Association |
April 2006 | Visiting Professor, Yamaguchi University (current) |
January 2009 | Director, Tsujimoto Law and Patent Firm (current) |
November 2020 Date of birth | Outside Director of Asterisks Co., Ltd. |
January 20, 1973
Number of shares of the Company owned
- Shares
Reasons for nomination as a candidate for substitute outside director who is an Audit & Supervisory Committee member and expected roles Kiyoshi Tsujimoto has a high level of expertise and broad insight related to intellectual property as an attorney-at-law and patent attorney, and has also served as an outside director at another company. Although he has not been involved in corporate management in any way other than being an outside director in the past, we nominate him as a candidate for substitute outside director who is an Audit & Supervisory Committee member as we expect that if he assumes the office of director who is an Audit & Supervisory Committee member, he will use his experience and knowledge to contribute to ensuring the soundness and appropriateness of the Company's management and to improving its transparency. Registration as an independent director We plan to notify the Tokyo Stock Exchange of Kiyoshi Tsujimoto, a candidate for substitute outside director who is an Audit & Supervisory Committee member, as an independent director if he is elected and assumes the office of outside director who is an Audit & Supervisory Committee member. Terms of limited liability agreement We plan to enter into a limited liability agreement with Kiyoshi Tsujimoto, a candidate for substitute outside director who is an Audit & Supervisory Committee member, as stipulated in Article 427, Paragraph 1 of the Companies Act based on the provisions of the Company's Articles of Incorporation if he is elected and assumes the office of outside director who is an Audit & Supervisory Committee member. The limit amount of liability for damages under the relevant agreement is stipulated by law. Outline of directors and officers liability insurance policy The Company has entered into a directors and officers liability insurance policy as set forth in Paragraph 1 of Article 430-3 of the Companies Act with the insurance company and shall indemnify the directors and officers who are the insured from any damage that may be caused by the directors and officers taking responsibility for the execution of their duties or receiving a claim on the pursuit of such liability. Provided, however, that there are certain immunity reasons, such as the damages caused by actions taken recognizing that they violate laws, shall not be covered. When Kiyoshi Tsujimoto assumes the office of outside director who is an Audit & Supervisory Committee member, he will be included in the insured of the insurance policy, and we plan to renew it with the same terms during his term of office. | |
(Note) | There is no special interest between any of the candidates and the Company. |
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