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: 2929 October 1, 2024
To our shareholders:
Mujo Kim
Representative Director and President
Pharma Foods International Co., Ltd.
1-49,Goryo-Ohara,Nishikyo-ku,Kyoto-shi
Notice of the 27th Annual General Meeting of Shareholders
We are pleased to announce the 27th Annual General Meeting of Shareholders of Pharma Foods International Co., Ltd. (the "Company"), which will be held as indicated below.
This meeting shall be a general meeting of shareholders without a designated location for the meeting (held online only via the Internet), as described in the Company's Articles of Incorporation.
The notice of convocation for this meeting shall be provided in electronic format and the measures for providing information in electronic format shall be posted on the following website under "Notice of the 27th Annual General Meeting of Shareholders."
Company website (IR Library, IR documents) https://www.pharmafoods.co.jp/ir/library/docs-4 (in Japanese)
TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
(To view, access the TSE website listed above, then enter either the Company name "Pharma Foods International" or securities code (2929) and click "Search." Next, click "Basic information" and then choose "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 cannot attend, have difficulty using the Internet, or if connection errors, etc. prevent you from attending, exercise voting rights in advance either via the Internet or in writing (by Wednesday, October 23, 2024, at 6:00 p.m.) (Japan Standard Time).
- 1 -
1. Date and Time: Thursday, October 24, 2024, at 10:00 a.m. (Japan Standard Time) (Live streaming start time: 9:30 a.m.)
2. Venue: | The meeting will be held as an entirely virtual general meeting of shareholders. |
- The meeting is being held completely online, so there is no venue to visit in person.
3. Purpose of the Meeting: Matters to be reported:
- The Business Report and the Consolidated Financial Statements for the 27th fiscal year (from August 1, 2023 to July 31, 2024), and the results of audits of the Consolidated Financial Statements by the Financial Auditor and the Audit & Supervisory Board
- Non-consolidatedFinancial Statements for the 27th fiscal year (from August 1, 2023 to July 31, 2024)
Matters to be resolved:
Company proposals (Proposal No. 1 to Proposal No. 6)
Proposal No. 1 Appropriation of Surplus
Proposal No. 2 Amendment to the Articles of Incorporation Proposal No. 3 Election of Nine Directors
Proposal No. 4 Revision of Remuneration to Directors
Proposal No. 5 Revision of Remuneration for Allotting Restricted Shares to Directors Proposal No. 6 Provision of Retirement Allowance to Retiring Directors
Shareholder proposals
Proposal No. 7 Appropriation of Surplus
4. Other
- The Internet shall be used to transmit information involved in meeting proceedings.
- If the proposals on a voting form are not marked as approved or disapproved, it shall be treated as an indication of approval for the Company proposals and disapproval for the shareholder proposals.
- If a shareholder casts their vote by exercising their voting rights in advance either via the Internet or in writing (postal mail) and then also exercises their voting rights at the meeting via the Internet, the vote cast in the meeting shall be used. If, however, voting rights are not exercised at the meeting, then the vote cast in advance either via the Internet or in writing (postal mail) shall be used.
- The handling of multiple voting rights being exercised is as follows:
- If a shareholder exercises their voting rights in duplicate both via the Internet and in writing (postal mail), the vote cast via the Internet shall be deemed valid.
- In addition, if a shareholder casts their vote via the Internet multiple times, then only the last vote cast shall be deemed valid.
-
Paper-baseddocuments stating Electronic Provision Measures Matters are sent to shareholders who have requested the delivery of paper-based documents, however those documents do not include the following matters in accordance with the provisions of laws and regulations and Article 14 of the Company's Articles of Incorporation.
1) Notes to Consolidated Financial Statements
2) Notes to Non-consolidated Financial Statements
Accordingly, the Consolidated Financial Statements, and Non-consolidated Financial Statements included in this document are a part of the documents that were audited by the Financial Auditor in preparing the independent audit report and by the Audit & Supervisory Board Members in preparing the audit report. - If revisions to any of the measures for providing information in electronic format are required, such revisions shall be listed on the Company's website and TSE website on page 1.
- 2 -
Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Company proposals (Proposal No. 1 and Proposal No. 6)
Proposal No. 1 Appropriation of Surplus
The Company proposes the appropriation of surplus as follows:
Year-end dividends
In line with the business policy, which is to balance corporate growth and profitability, the Company maintains the basic policy of improving dividends proactively as returns to our shareholders while expanding proactive investment in research and development, advertising, M&A, etc.
According to our above basic policy on dividends of surplus, etc., after careful consideration of our financial results in the current fiscal year, we have decided to pay ¥15 per share as year-end dividends in the current fiscal year.
- Type of dividend property Cash
- Allotment of dividend property and their aggregate amount
¥15 per common share of the Company Total dividends: ¥421,083,495
Furthermore, the amount of annual dividends for the current fiscal year is ¥25 per share with the inclusion of the interim dividend (¥10 per share) paid on April 2, 2024. - Effective date of dividends of surplus October 28, 2024
- 3 -
Proposal No. 2 Amendment to the Articles of Incorporation
-
Reasons for Proposal
The Company proposes to add business purposes to Article 2 of the current Articles of Incorporation (Purpose) to clarify the content of business and respond to the diversification of the content of business in line with the current condition of the Company's business. - Contents of amendment
The contents of the amendment are as follows:
Current Articles of Incorporation | Proposed amendment | |||
(Purpose) | (Purpose) | |||
Article 2 | Article 2 | |||
The Company's purpose is to conduct the following businesses. | (Unchanged) | |||
(1) to (9) | (Text omitted) | (1) to (9) | (Unchanged) | |
(New) | (10) | Research and development, manufacture, sale, export | ||
and import of fibers and fiber products | ||||
(New) | (11) | Research and development, manufacture, sale, export | ||
and import of battery materials | ||||
(10) to (23) | (Text omitted) | (12) to (25) | (Unchanged) | |
- 4 -
Proposal No. 3 Election of Nine Directors
The terms of office of all nine Directors will expire at the conclusion of this meeting.
Therefore, the Company proposes the election of nine Directors, including four Outside Directors, with the aim of achieving more flexible decision-making by the Board of Directors and strengthening corporate governance.
The candidates for Director are as follows:
Candidate | Name | Career summary, position and responsibility in the Company, and | Number of the | |
Company's shares | ||||
No. | (Date of birth) | significant concurrent positions outside the Company | ||
owned | ||||
Jan. 1988 | Joined Taiyo Kagaku Co., Ltd. | |||
Nov. 1988 | Research Laboratory Director | |||
Jan. 1991 | Managing Director | |||
June 1997 | Retired from Taiyo Kagaku Co., Ltd. | |||
Mujo Kim | Sep. 1997 | Joined the Company | 2,195,350 | |
(August 6, 1947) | Mar. 1998 | Professor of College of Life Science & Engineering of | ||
1 | Korea University | |||
Nov. 1999 | Representative Director and President of the Company | |||
(current position) | ||||
Dec. 1999 | Retired as Professor of College of Life Science & | |||
Engineering of Korea University | ||||
[Reasons for nomination as candidate for Director] | ||||
Since the founding of the Company, Mujo Kim has promoted the business expansion, globalization and structural reform | ||||
of the Group. Based on the determination that he will continue to be able to realize the Company's management | ||||
philosophy and execute its business strategy in future, we propose his re-election as Director. | ||||
Dec. 2003 | Joined the Company, Manager of Sales Department | |||
Oct. 2008 | Director, General Manager of Sales Department and | |||
General Manager of Kyoto Sales Office | ||||
Aug. 2012 | Director, in charge of B to C Business Department | |||
Jan. 2016 | Managing Director | |||
Oct. 2019 | Senior Managing Director (current position) | |||
Aug. 2021 | Representative Director and President of Meiji Yakuhin | |||
Co., Ltd. (current position) | ||||
Feb. 2023 | Representative Director and President of FUTURE | |||
Kazuyuki Masuda | LABO Inc. (current position) | |||
Feb. 2023 | Representative Director and President of MEDI LABO | 715,994 | ||
(July 8, 1976) | Inc. (current position) | |||
Oct. 2023 | In charge of supervising the Company's Group | |||
Management and B to C Business (current position) | ||||
2 | July 2024 | Representative Director and President of Pharma Foods | ||
Communication Inc. (current position) | ||||
(Significant concurrent positions outside the Company) | ||||
Representative Director and President of Meiji Yakuhin Co., Ltd. | ||||
Representative Director and President of FUTURE LABO Inc. | ||||
Representative Director and President of MEDI LABO Inc. | ||||
Representative Director and President of Pharma Foods Communication | ||||
Inc. |
[Reasons for nomination as candidate for Director]
Since joining the Company, Kazuyuki Masuda has been involved in sales and development of new business, and was appointed as Director in October 2008. As the overall supervisor of the B to C business, he has overseen the launch of the business and striven to grow and expand the business. Currently, as Senior Managing Director, he is in charge of supervising the Company's Group Management and B to C Business. Based on the determination that he will continue to be able to realize the Company's management philosophy and execute its business strategy in future, we propose his reelection as Director.
- 5 -
Candidate | Name | Career summary, position and responsibility in the Company, and | Number of the | |
Company's shares | ||||
No. | (Date of birth) | significant concurrent positions outside the Company | ||
owned | ||||
Feb. 2016 | Joined the Company | |||
Aug. 2016 | Manager of B to C Business Department | |||
Nov. 2016 | Deputy General Manager of B to C Business Department | |||
Mar. 2017 | Managing Director of FUTURE LABO Inc. | |||
Aug. 2018 | General Manager of Cosmetics B to C Business | |||
Department of the Company | ||||
Oct. 2019 | Director | |||
Yasunori Inoue | Feb. 2020 | In charge of B to C Business Department | ||
Oct. 2020 | Managing Director | 24,643 | ||
April 8, 1977 | ||||
Oct. 2020 | Representative Director and President of FUTURE | |||
LABO Inc. | ||||
3 | Aug. 2021 | Senior Managing Director of Meiji Yakuhin Co., Ltd. | ||
Oct. 2023 | Director, in charge of Tokyo Sales of the Company | |||
July 2024 | In charge of Sales, General Manager of Global Business | |||
Division | ||||
Aug. 2024 | Director, in charge of Sales Division, General Manager of | |||
Sales Division, and General Manager of Global Business | ||||
Department (current position) | ||||
[Reasons for nomination as candidate for Director] | ||||
Since joining the Company, Yasunori Inoue has been involved in the B to C business, and has promoted the expansion of | ||||
sales of cosmetics in FUTURE LABO Inc. since November 2016. He has been overseeing the cosmetics business as the | ||||
Representative Director and President of FUTURE LABO Inc. since October 2020. Currently, he is in charge of the Sales | ||||
Division, overseeing sales of functional materials and functional products. Based on the determination that he will be | ||||
able to realize the Company's management philosophy and execute its business strategy, we propose his re-election as | ||||
Director. | ||||
Apr. 2011 | Postdoctoral fellow, Graduate School of Agriculture, | |||
Kyoto University | ||||
Sep. 2012 | Postdoctoral fellow, School of Medicine, University of | |||
Yong-il Kim | California San Francisco | |||
Nov. 2014 | Joined ROHTO Pharmaceutical Co., Ltd. | 661,578 | ||
(January 22, 1981) | Jan. 2021 | Joined the Company | ||
Deputy General Manager of Development Department | ||||
4 | Aug. 2022 | General Manager of Development Department | ||
Oct. 2023 | Director, in charge of R&D (current position) | |||
[Reasons for nomination as candidate for Director] | ||||
Yong-il Kim has worked to advance research and development within the Group while simultaneously leading initiatives | ||||
to develop new business aimed at medium- and long-term growth. Based on the determination that he is committed to | ||||
embodying the Company's management philosophy and striving to implement research and development strategies, and | ||||
strengthen governance, we deem him capable of realizing the Company's management philosophy and executing | ||||
business strategy and are nominating him as a candidate for Director. | ||||
- 6 -
Candidate | Name | Career summary, position and responsibility in the Company, and | Number of the | |
Company's shares | ||||
No. | (Date of birth) | significant concurrent positions outside the Company | ||
owned | ||||
Dec. 2018 | Joined the Company | |||
Manager of Accounting Section of Administration | ||||
Department | ||||
Aug. 2020 | General Manager of President's Office | |||
Apr. 2022 | General Manager of Biomedical Department (current | |||
position) | ||||
Hirotaka Higashiyama | July 2022 | Representative Director of PF Capital Co., Ltd. | 2,578 | |
(September 7, 1975) | (current position) | |||
Aug. 2022 | General Manager of Quality Control and Quality | |||
Assurance Department of the Company | ||||
5 | Oct. 2023 | Director, in charge of Administration Department (current | ||
position) | ||||
(Significant concurrent positions outside the Company) | ||||
Representative Director of PF Capital Co., Ltd. | ||||
[Reasons for nomination as candidate for Director] | ||||
Since joining the Company, Hirotaka Higashiyama has been involved in operations of the Administration Division such | ||||
as accounting, M&A and internal audits, and also has experience serving as the person responsible for the Biomedical | ||||
Department and Quality Control and Quality Assurance Department. Based on the determination that he is committed to | ||||
embodying a management philosophy and striving to implement business strategies and strengthen governance, we deem | ||||
him capable of realizing the Company's management philosophy and executing business strategy and are nominating | ||||
him as a candidate for Director. | ||||
Apr. 1978 | Joined Nissen Co., Ltd. | |||
Mar. 1986 | Director and General Manager of Catalog Division, B to | |||
C Business Department | ||||
June 2008 | Representative Director and President | |||
[Outside] | Dec. 2011 | Representative Director and President of Nissen Holdings | ||
Co., Ltd. | ||||
Shinya Samura | Dec. 2014 | Retired as Representative Director and President of | 19,000 | |
(May 9, 1955) | Nissen Holdings Co., Ltd. and Nissen Co., Ltd. | |||
Apr. 2015 | Representative Director and President of SS Planning | |||
6 | ||||
Co., Ltd. (current position) | ||||
Oct. 2015 | Director of the Company (current position) | |||
(Significant concurrent positions outside the Company) | ||||
Representative Director and President of SS Planning Co., Ltd. | ||||
[Reasons for nomination as candidate for outside Director and outline of roles expected] | ||||
Shinya Samura has mainly been involved in mail order sales business for many years in Nissen Holdings Co., Ltd. and | ||||
Nissen Co., Ltd. Based on his abundant knowledge and experience, we believe that he will provide advice on the | ||||
Company's B to C business, and play a role in the Company's management in general as Director from an outside | ||||
perspective. Therefore, we propose his re-election as outside Director. | ||||
- 7 -
Candidate | Name | Career summary, position and responsibility in the Company, and | Number of the | |
Company's shares | ||||
No. | (Date of birth) | significant concurrent positions outside the Company | ||
owned | ||||
May 1974 | Resident Doctor of Kyoto Prefectural University of | |||
Medicine | ||||
Apr. 1976 | Technical Official in Ministry of Health, Labour and | |||
Welfare of National Sabae Hospital (currently Tannan | ||||
Regional Medical Center) | ||||
Apr. 1982 | Director of General Surgery Department of Kusatsu | |||
Central Hospital (currently Omi Medical Center) | ||||
Apr. 1988 | Lecturer of Kyoto Prefectural University of Medicine | |||
June 1995 | Chief Surgeon of Matsushita Electric Health Insurance | |||
Organization Matsushita Memorial Hospital (currently | ||||
Panasonic Health Insurance Organization Matsushita | ||||
Memorial Hospital) | ||||
[Outside] | Dec. 2004 | Hospital Director | ||
Apr. 2006 | Clinical Professor of Kyoto Prefectural University of | |||
Tetsuro Yamane | - | |||
Medicine | ||||
(February 28, 1949) | Apr. 2013 | President of Panasonic Health Insurance Organization | ||
7 | Matsushita School of Nursing | |||
Oct. 2018 | Director of the Company (current position) | |||
Mar. 2020 | Retired as Hospital Director of Panasonic Health | |||
Insurance Organization Matsushita Memorial Hospital | ||||
Mar. 2020 | Retired as President of Panasonic Health Insurance | |||
Organization Matsushita School of Nursing | ||||
Apr. 2020 | Honorary Director of Panasonic Health Insurance | |||
Organization Matsushita Memorial Hospital (current | ||||
position) | ||||
(Significant concurrent positions outside the Company) | ||||
Honorary Director of Panasonic Health Insurance Organization | ||||
Matsushita Memorial Hospital |
[Reasons for nomination as candidate for outside Director and outline of roles expected]
Tetsuro Yamane has abundant experience and extensive knowledge as a physician, and has also managed Matsushita Memorial Hospital as Hospital Director. We propose his re-election as outside Director because he is expected to be able to provide valuable advice for drug discovery research and development in the biomedical business from a medical viewpoint, and offer suggestions on the Company's management from a variety of perspectives, and perform management supervisory functions.
Apr. 1985 | Joined KOBAYASHI PHARMACEUTICAL CO., LTD. | ||||
Apr. 1995 | Manager of Pharmaceutical and Cosmetic Products | ||||
Planning and Research Group | |||||
[Outside] | Apr. 2002 | General Manager of Pharmaceutical and Cosmetic | |||
Taro Ueda | Products Development Department | - | |||
Apr. 2016 | General Manager of Development Department of Central | ||||
(February 18, 1960) | |||||
R&D Laboratory | |||||
8 | Dec. 2020 | Retired from KOBAYASHI PHARMACEUTICAL CO., | |||
LTD. | |||||
Oct. 2021 | Director of the Company (current position) | ||||
[Reasons for nomination as candidate for outside Director and outline of roles expected] | |||||
Taro Ueda played a central role in product development and marketing over many years at KOBAYASHI | |||||
PHARMACEUTICAL CO., LTD. Based on his abundant knowledge and experience, we believe that he will provide | |||||
advice on the Company's product development, offer suggestions on the Company's management from an outside | |||||
perspective, and perform management supervisory functions. Therefore, we propose his re-election as outside Director. |
- 8 -
Candidate | Name | Career summary, position and responsibility in the Company, and | Number of the | |
Company's shares | ||||
No. | (Date of birth) | significant concurrent positions outside the Company | ||
owned | ||||
Apr. 1990 | Assistant at Research Institute for Food Science, Kyoto | |||
University | ||||
Mar. 1995 | Visiting Scientist of Monell Chemical Senses Center | |||
July 1999 | Visiting Scientist of School of Medicine, University of | |||
[New election] | Colorado | |||
Apr. 2001 | Assistant at Graduate School of Agriculture, Kyoto | |||
[Outside] | University | - | ||
Yukako Hayashi | Oct. 2002 | Lecturer | ||
Apr. 2005 | Assistant Professor | |||
9 | (March 16, 1962) | |||
Apr. 2007 | Associate Professor | |||
Oct. 2024 | Professor (current position) | |||
(Significant concurrent positions outside the Company) | ||||
Professor at Graduate School of Agriculture, Kyoto University | ||||
[Reasons for nomination as candidate for outside Director and outline of roles expected] | ||||
Yukako Hayashi has abundant experience and broad insight as a researcher of many years. We believe that she will | ||||
provide advice on improving the Company's quality of research and on constructing systems for enabling women to play | ||||
an active role, offer suggestions on the Company's management from an outside perspective, and perform management | ||||
supervisory functions. Therefore, we propose her election as outside Director. | ||||
Notes: 1. | There is no special interest between each of the candidates and the Company. |
- Candidate Kazuyuki Masuda and Yong-il Kim are within the second degree of kinship of the Company's Representative Director and President Mujo Kim.
- Shinya Samura, Tetsuro Yamane, Taro Ueda, and Yukako Hayashi are candidates for outside Director.
- At the conclusion of this Annual General Meeting of Shareholders, the terms of office of currently serving outside Directors will be nine years for Shinya Samura, six years for Tetsuro Yamane, and three years for Taro Ueda.
- The Company has invited each of the candidates for outside Director on the assumption that they each fulfill the independence criteria established by financial instruments exchanges.
- The Company plans to submit notification to the Tokyo Stock Exchange that Shinya Samura, Tetsuro Yamane, Taro Ueda, and Yukako Hayashi have been designated as independent officers as provided for by the aforementioned exchange.
-
The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph
(1) of the Companies Act with an insurance company. The policy covers the legally mandated amount of indemnification and litigation expenses incurred from claims for damages arising from acts (including nonfeasance) carried out by the insured at a certain position of the Company, including as Directors of the Company (however, excluding situations in which there is an exclusion of liability due to the insured person receiving profits or benefits illegally and in the event of criminal actions, malfeasance, fraud, or acts conducted with the knowledge that they violate rules or control laws and regulations). In the event that each candidate is elected and assumes the office as Director, they will be the insured under the policy. Furthermore, the next time that the policy is renewed, the plan is to renew them with the same contents.
- 9 -
Proposal No. 4 Revision of Remuneration to Directors
At the 21st Annual General Meeting of Shareholders held on October 24, 2018, it was resolved that the amount of remuneration for directors of the Company shall be no more than ¥200 million per year (including no more than ¥30 million for outside Directors), and this amount has remained unchanged to this day. Considering changes in economic conditions since then and various circumstances, including strengthening corporate governance, the Company proposes to change the amount of remuneration for Directors to ¥300 million per year (including up to ¥30 million for outside Directors). In addition, the amount of remuneration for Directors will not include the employee salaries of Directors concurrently serving as employees, as has been the case in the past.
The Board of Directors decided upon this proposal via a review by the Nomination and Compensation Committee and has deemed it appropriate after comprehensively considering the size of the Company's business, the remuneration system for Directors and payment levels, the number of current Directors and the future outlook.
The current number of directors is nine (including three outside Directors). Still, if Proposal No. 3 is approved and passed as proposed, the number of directors will be nine (including four outside Directors).
- 10 -