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:
Toshiyuki Yagura President
Securities code: 4078
May 30, 2025
Sakai Chemical Industry Co., Ltd.5-2, Ebisujima-cho, Sakai-ku, Sakai-shi, Osaka
NOTICE OF THE 130TH ORDINARY GENERAL MEETING OF SHAREHOLDERSWe are pleased to announce the 130th Ordinary General Meeting of Shareholders of Sakai Chemical Industry Co., Ltd. (the "Company"), which will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken 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 has posted the information on each of the following websites. Please access either of the websites to view the information.
The Company's website:
https://www.sakai-chem.co.jp/jp/ir/general_meeting/ (in Japanese)
(in Japanese)
In addition to posting items subject to measures for electronic provision on the Company website, the Company also posts this information on the website of the Tokyo Stock Exchange (TSE). Access the TSE website by using the internet address shown below, enter "Sakai Chemical Industry" in "Issue name (company name)" or the Company's securities code "4078" 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]."
TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
(in Japanese)
If you will not be attending this General Meeting of Shareholders in person, you may exercise your voting rights either via the Internet, etc. or in writing (by postal mail). Please review the Reference Documents for the General Meeting of Shareholders and, exercise your voting rights no later than 5:40 p.m., Wednesday, June 25, 2025 (Japan standard time).
- Date and Time: Thursday, June 26, 2025 at 10:00 a.m. (Reception opens at 9:00 a.m.) (Japan Standard Time)
- Venue: Auditorium on the 3rd floor of the Company's head office 5-2, Ebisujima-cho, Sakai-ku, Sakai-shi, Osaka
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Purposes:
Items to be reported:
Business Report and Consolidated Financial Statements for the 130th Term (from April 1, 2024 to March 31, 2025), as well as the results of audit of the Consolidated Financial Statements by the Accounting Auditor and the Board of Corporate Auditors
Non-Consolidated Financial Statements for the 130th Term (from April 1, 2024 to March 31, 2025)
Of items for which the measures for providing information in electronic format will be taken, "Systems to Ensure Appropriate Operations and Status of Operation of the Systems," "Consolidated Statements of Changes in Equity," "Notes to the Consolidated Financial Statements," "Non-consolidated Statements of Changes in Equity" and "Notes to Non-Consolidated Financial Statements" are not included in the document in accordance with the provisions of laws and regulations as well as the Company's Articles of Incorporation. The Business Report, Consolidated Financial Statements and Non-Consolidated Financial Statements in the document are included in the scope of audit conducted by the Corporate Auditors and the Accounting Auditor in preparing the audit report.
If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of the items before and after the revisions will be posted on the Company's aforementioned website and the TSE website.
Gifts will not be prepared for the shareholders who attend the meeting in person, and we ask for your understanding.
Regarding Questions Sent in Advance
Before the convening of the General Meeting of Shareholders, we would like to receive questions from shareholders in advance as follows.
◎ We plan to post responses to received questions on the Company's website (https://www.sakai-chem.co.jp/jp/ir/general_meeting/; Japanese only) by the day before this General Meeting of Shareholders. Please note that it may not be possible to answer all questions. Please also note that we cannot provide individual responses to questions.
◎ We may not respond to questions that are unrelated to items to be reported or to be resolved at the General Meeting
of Shareholders.
▶ Receipt of advance questions
For questions sent via the Internet
◎ Please access the special website from the following URL or using the QR code, and enter the required information.
* Internet Explorer cannot be used. Please use a browser such as Google Chrome or Microsoft Edge. https://www.sakai-chem.co.jp/fc/inquiry_fc/130th_ogmos20250626-roqia.html (in Japanese)
(in Japanese)
For questions sent in writing (by postal mail)
◎ Questions will also be accepted in writing. Please fill in the required information and the content of questions, and mail these to the following address early enough to arrive by the deadline.
Required information
(1) Shareholder number (see your voting card form) (2) Name (3) Zip code (4) Address (5) Content of questions
Mailing address 590-8502
5-2, Ebisujima-cho, Sakai-ku, Sakai-shi, Osaka
Sakai Chemical Industry Co., Ltd., Administration Division, Human Resources and General Affairs Department
Deadline for receipt of questions: Arrival by 5:40 p.m. on Thursday, June 19, 2025
Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information Proposal 1: Partial Amendment to the Articles of IncorporationReasons for the Proposal
In June 2021, the Company introduced an executive officer system to clarify the responsibilities and authority for business execution, increase management agility, and strengthen corporate governance by separating management decision-making and supervision functions from business execution functions. Four (4) years have passed since the system was introduced, and the system has been improved. Therefore, to adapt the total number of directors at an appropriate level commensurate with the current situation, we will change Article 18 of the current Articles of Incorporation (Number of Directors) from the current "15 or fewer" to "11 or fewer."
Content of Amendments
The content of amendments is as follows:
(Amended portions are indicated by underlining.)
Current Articles of Incorporation | Proposed amendment |
Article 1 to Article 17 (Articles omitted) (Number of Directors) Article 18 The Company shall have 15 or fewer Directors. Article 19 to Article 44 (Articles omitted) | Article 1 to Article 17 (as present) (Number of Directors) Article 18 The Company shall have 11 or fewer Directors. Article 19 to Article 44 (as present) |
The terms of office of all eight (8) Directors in their present positions will expire upon the conclusion of this General Meeting. Accordingly, the Company proposes the election of eight (8) Directors (including four (4) Outside Directors). Director Hiromi Wada will retire from office upon the conclusion of this General Meeting.
The candidates for Directors are as follows:
No. | Name | Gender | Tenure | Current position and responsibilities in the Company | Attendance Status of the Board of Directors | |
1 | [Reappointment] | Toshiyuki Yagura | Male | 5 years | President Representative Director and Executive Officer In charge of Internal Control over Financial Reporting | 16 times / 16 times (100%) |
2 | [Reappointment] | Yasuhiro Okamoto | Male | 9 years | Director and Executive Officer General Manager, Onahama Manufacturing Site; General Manager, Production Technology Division | 16 times / 16 times (100%) |
3 | [Reappointment] | Hiroyuki Hattori | Male | 5 years | Director and Executive Officer In charge of Compliance, Legal Affairs, Risk Management; General Manager, Corporate Strategy Division; General Manager, Accounting & Finance Department | 16 times / 16 times (100%) |
4 | [Reappointment] | Koichiro Magara | Male | 1 year | Director and Executive Officer In charge of Cosmetic Innovation; General Manager, Research & Development Division | 13 times / 13 times (100%) |
5 | [Reappointment] [Outside] [Independent] | Yoshikazu Itou | Male | 4 years | Outside Director Independent Officer | 16 times / 16 times (100%) |
6 | [Reappointment] [Outside] [Independent] | Mitsunori Matsuda | Male | 3 years | Outside Director Independent Officer | 16 times / 16 times (100%) |
7 | [Reappointment] [Outside] [Independent] | Hisao Miyagawa | Male | 1 year | Outside Director Independent Officer | 13 times / 13 times (100%) |
8 | [New Appointment] [Outside] [Independent] | Yoshiko Hamazaki | Female | - | - | - |
