Sakata Inx Corp. TSE:4633

Sakata INX : Notice of the 147th Annual General Meeting of Shareholders(185KB)

Published

Source: MarketScreener

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 4633) March 5, 2025

To Shareholders with Voting Rights:

Yoshiaki Ueno

Representative Director, President &

CEO

SAKATA INX CORPORATION

1-23-37 Edobori, Nishi-ku, Osaka

NOTICE OF THE 147TH

ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear Shareholders:

We would like to express our appreciation for your continued support and patronage.

We are pleased to announce the 147th Annual General Meeting of Shareholders of SAKATA INX CORPORATION (the "Company"). The meeting will be held for the purposes as described below.

When convening this general meeting of shareholders, the Company takes measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. (items for which the measures for providing information in electronic format will be taken) in electronic format, and posts this information on each website below. Please access one of the websites by using the corresponding internet address shown below to review the information.

The Company's website: https://www.inx.co.jp/ir/investor/meeting.html (in Japanese)

Website where information materials for the general meeting of shareholders are posted: https://d.sokai.jp/4633/teiji/ (in Japanese)

Tokyo Stock Exchange, Inc. (TSE) website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)

(Access the TSE website "Listed Company Search" using the above internet address, enter the Company's name "SAKATA INX CORPORATION" in "Issue name (company name)" or its securities code "4633" in "Code," and click "Search." Then, click "Basic information" and select "Documents for public inspection/PR information." Under "Filed information available for public inspection," review the information by selecting the button under the "Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting.")

If you will not be attending the meeting in person, you can exercise your voting rights via the Internet, etc. or in writing (by mail). Please review the Reference Documents for the General Meeting of Shareholders, and exercise your voting rights by 5:30 p.m. on Wednesday, March 26, 2025, Japan time. (The Voting Rights Exercise Form and the Reference Documents are available in Japanese only.)

- 1 -

1. Date and Time: Thursday, March 27, 2025 at 10:00 a.m. (JST) (Registration will begin at 9:00 a.m.)

2. Place:

Urbannet Midosuji Hall

3F, Urbannet Midosuji Building

4-2-13 Awajicho, Chuo-ku, Osaka

* Please note the venue is different from the previous event and be careful not

to go to the wrong venue.

3. Meeting Agenda: Matters to be reported:

  1. The Business Report, Consolidated Financial Statements for the Company's 147th Fiscal Year (January 1, 2024 - December 31, 2024) and results of audits by the Accounting Auditor and the Audit & Supervisory Board of the Consolidated Financial Statements
  2. Non-consolidatedFinancial Statements for the Company's 147th Fiscal Year (January 1, 2024 - December 31, 2024)

Proposals to be resolved:

Proposal 1: Distribution of Surplus

Proposal 2: Election of 8 Directors

4. Other matters concerning the meeting:

  1. If you exercise your voting rights via the Internet, etc. multiple times, the vote exercised last will be recorded as the effective vote.
  2. In the case where you choose to exercise your voting rights in writing (by mail), if there is no indication of your vote for or against a proposal on the voting form, it will be treated as a vote "for" the proposal.
  3. If you exercise your voting rights both via the Internet, etc. and in writing (by mail), your exercise of voting rights via the Internet, etc., will be treated as valid, regardless of the date of arrival.
  4. If you exercise your voting rights by proxy, you may designate one other shareholder holding voting rights of the Company to attend the meeting. Please note, however, that it is necessary to submit a document proving the authority of proxy.
  • When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
  • 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 each aforementioned website.
  • Paper-baseddocuments stating items subject to measures for electronic provision have been sent to shareholders who have requested the delivery of paper-based documents, however those documents do not include the following items in accordance with the provisions of laws and regulations and Article 16, paragraph 2 of the Company's Articles of Incorporation.
    1. Notes to Consolidated Financial Statements
    2. Notes to Non-consolidated Financial Statements

For this reason, the Consolidated Financial Statements and Non-Consolidated Financial Statements stated in the aforementioned documents constitute one part of the documents included in the scope of audits by the Accounting Auditor and Audit & Supervisory Board for preparing their respective audit reports.

  • Please note that souvenirs will not be provided to the attendees at the meeting.

- 2 -

Reference Documents for the General Meeting of Shareholders

Proposals and References

Proposal 1: Distribution of Surplus

The Company regards the redistribution of profits to all shareholders as an important management measure, and we will implement active and stable dividend payments and flexible share buybacks upon comprehensively taking into account our business performance, investment plans, and business environment.

Based on this policy, the Company is aiming for the higher of a total return ratio of 50% or more and a DOE (dividend on equity ratio) of 2.5% during the period of Mid-term Management Plan 2026 (CCC-

  1. and proposes a year-end dividend for this fiscal year as follows:
    1. Type of dividend property: Cash
    2. Allotment of dividend property and its total amount
      45 yen per share of the Company's common stock (total dividend of 2,237,995,080 yen).
      As a result, combined with the interim dividend of 25 yen per share paid on September 6, 2024, the annual dividend will be 70 yen per share.
    3. Effective date of the distribution of dividends of surplus: March 28, 2025

- 3 -

Proposal 2: Election of 8 Directors

At the conclusion of this meeting, the terms of office of all 8 Directors will expire. The Company proposes the election of 8 Directors while considering diversity.

The details of the candidates for Director are as follows:

Attendance

at Board of

Directors

No.

Name

Gender

Positions, responsibilities, etc. in the Company

meetings

for the

fiscal year

under

review

1

Yoshiaki Ueno

Reelection

Male

Representative Director, President & CEO

100%

(17/17)

Director, Senior Managing Executive Officer

In charge of Information Systems Div., Finance &

100%

2

Toshihiko Fukunaga

Reelection

Male

Accounting Div., Business Process Re-engineering

(17/17)

Dept., supervising international operations, and

INX International Ink Co. Chairman

Director, Managing Executive Officer

In charge of Information Media Business,

Packaging Ink Business, Digital & Specialty

100%

3

Hiroshi Morita

Reelection

Male

Products Business, Sales Administration Div.,

(17/17)

Customer Relationship Management Div., and

supervising SAKATA SANGYO, LIMITED and

SAKATA LABOSTATION CO., LTD.

Director, Senior Executive Officer

100%

4

Minoru Tateiri

Reelection

Male

In charge of Environment & Quality Div.

(17/17)

General Manager, Production Management Div.

5

Takayuki Shirafuji

New

Male

Executive Officer

-

election

Corporate Planning

Reelection

94.1%

6

Yoshio Sato

Outside

Male

Outside Director

(16/17)

Independent

Reelection

100%

7

Yukiko Tsujimoto

Outside

Female

Outside Director

(17/17)

Independent

Reelection

100%

8

Kazuko Otsuki

Outside

Female

Outside Director

(17/17)

Independent

- 4 -

No.

Name

Career summary, positions, responsibilities and significant

Number of the

Company's

(Date of birth)

concurrent positions

shares held:

April 1985

Joined the Company

June 2007

General Manager, 2nd R&D Dept.,

Corporate R&D Div.

October 2008

General Manager, 3rd R&D Dept., Corporate

R&D Div.

June 2014

Director, Commissioned as General

Manager, Corporate R&D Div.

Yoshiaki Ueno

June 2015

In charge of Purchasing Div.

July 2016

In charge of Purchasing Div. and Marketing

(December 22, 1961)

& New Business Development Div.

47,305

(Male)

March 2018

Executive Officer, In charge of Purchasing

Div. and Marketing & New Business

1

Development Div.

July 2018

In charge of Purchasing Div.

March 2019

Managing Executive Officer

March 2021

Representative Director (current position),

President & CEO (current position)

January 2022

Supervising Corporate R&D

April 2023

In charge of Corporate R&D Div.

Reason for appointment as candidate for Director

Yoshiaki Ueno has held many important positions in the research and development division. In his current

position as Representative Director, President & CEO, he has led the Group with strong leadership as a

management executive, and has played an appropriate role in promoting the Group's sustainable growth and

improvement of corporate value over the medium to long term. The Company believes that he is qualified to

continue making important management decisions and supervising the execution of business for the Company

based on his abundant experience and extensive knowledge and insight.

- 5 -

No.

Name

Career summary, positions, responsibilities and significant

Number of the

Company's

(Date of birth)

concurrent positions

shares held:

April 1983

Joined the Company

March 2008 General Manager, International Operations

Dept.

June 2014

Associate Director

July 2015

General Manager, Finance & Accounting

Div.

March 2016

Director (current position), In charge of

Information Systems Div. and International

Operations Dept. and Commissioned as

General Manager, Finance & Accounting

Div.

March 2017

In charge of Information Systems Div.,

Finance & Accounting Div. and International

Operations Dept.

March 2018

Executive Officer, In charge of Information

Systems Div., Finance & Accounting Div.

and International Operations Dept.

October 2018

In charge of Corporate Planning Div.,

Information Systems Div., Finance &

Toshihiko Fukunaga

Accounting Div.

March 2019

Senior Executive Officer, In charge of

(March 26, 1961)

Corporate Planning Div., Information

36,202

(Male)

Systems Div., Finance & Accounting Div.

and Public & Investor Relations Div.

2

March 2020

In charge of Corporate Planning Div.,

Information Systems Div., Finance &

Accounting Div.

March 2021

Managing Executive Officer

January 2023 Senior Managing Executive Officer (current

position)

April 2024

In charge of Corporate Planning Div. and

Finance & Accounting Div., and General

Manager, Information Systems Div.

June 2024

In charge of Corporate Planning Div.,

Finance & Accounting Div., Information

Systems Div.

January 2025

In charge of Information Systems Div.,

Finance & Accounting Div., Business

Process Re-engineering Dept. (current

position), and supervising international

operations (current position)

(Significant concurrent positions) INX International Ink Co. Chairman

Reason for appointment as candidate for Director

Toshihiko Fukunaga has served many important positions in the finance and accounting division and the international operations division. As an incumbent Director, Senior Managing Executive Officer, he has played an appropriate role in promoting the Group's sustainable growth and improvement of corporate value over the medium to long term. The Company believes that he is qualified to continue making important management decisions and supervising the execution of business for the Company based on his abundant experience and extensive knowledge and insight.

- 6 -

No.

Name

Career summary, positions, responsibilities and significant

Number of the

Company's

(Date of birth)

concurrent positions

shares held:

April 1984

Joined the Company

June 2006

Branch Manager, Shikoku Branch Office

June 2013

General Manager, Tokyo 1st Sales &

Marketing Dept., Offset Ink Div.

concurrently, General Manager, Tokyo 2nd

Sales & Marketing Dept., Offset Ink Div.

October 2015

General Manager, Offset Ink Div., General

Manager, Tokyo 1st Sales & Marketing

Dept., Offset Ink Div., concurrently, General

Manager, Tokyo 2nd Sales & Marketing

Dept., Offset Ink Div.

March 2016

Associate Director, General Manager, Digital

& Specialty Products Div.

July 2016

Associate Director, General Manager, Digital

Hiroshi Morita

& Specialty Products Div.

March 2017

Director, Commissioned as General

(August 7, 1961)

Manager, Digital & Specialty Products Div.

27,333

(Male)

March 2018

Director, Executive Officer

March 2019 Senior Executive Officer

3

January 2022

Managing Executive Officer (current

position)

April 2022

Inkjet Global Sales Committee Chairman

January 2023 In charge of Digital & Specialty Products

Div.

March 2023

Director (current position)

January 2025 In charge of Information Media Business,

Packaging Ink Business, Digital & Specialty

Products Business, Sales Administration

Div., Customer Relationship Management

Div. (current position), and supervising

SAKATA SANGYO, LIMITED and

SAKATA LABOSTATION CO., LTD.

(current position)

Reason for appointment as candidate for Director

Hiroshi Morita has held many important positions in the offset ink division and digital and specialty products division. As an incumbent Director, Managing Executive Officer, he has played an appropriate role in promoting the Group's sustainable growth and improvement of corporate value over the medium to long term. The Company believes that he is qualified to continue making important management decisions and supervising the execution of business for the Company based on his abundant experience and extensive knowledge and insight.

- 7 -

No.

Name

Career summary, positions, responsibilities and significant

Number of the

Company's

(Date of birth)

concurrent positions

shares held:

April 1989

Joined the Company

January 1996 Assigned to International Administration

Dept., based in Chicago

January 1999 Assigned to International Operations Dept.,

based in Dunkirk

October 2005

Manager, Tokyo Engineering Group,

Technical Service & Development Dept.,

Graphic Arts Div.

Minoru Tateiri

March 2009 Assigned to International Operations Dept.,

based in Maoming

(March 2, 1967)

17,548

February

General Manager, Production Management

(Male)

2015

Dept., Production Technology Div.

March 2020

Executive Officer

4

March 2021

General Manager, Production Technology

Div.

January 2023 Senior Executive Officer (current position),

In charge of Environment & Quality Div.

(current position), General Manager,

Production Management Div. (current

position)

March 2023

Director (current position)

Reason for appointment as candidate for Director

Minoru Tateiri has held many important positions in the production technology division. As a Director, Senior

Executive Officer, he has played an appropriate role in promoting the Group's sustainable growth and

improvement of corporate value over the medium to long term. The Company believes that he is qualified to

continue making important management decisions and supervising the execution of business for the Company

based on his abundant experience and extensive knowledge and insight.

- 8 -

No.

Name

Career summary, positions, responsibilities and significant

Number of the

Company's

(Date of birth)

concurrent positions

shares held:

April 1994

Joined the Company, Seconded to Sakata Inx

International Corporation (currently SIIX

Corporation)

April 1998

Secondment terminated

*

October 2009

Manager, Finance & Accounting Div.

February

Manager, International Operations Dept.

Takayuki Shirafuji

2017

(June 1, 1971)

12,153

March 2017 Assigned to International Operations Dept.,

(Male)

based in Chicago

June 2022

General Manager, Planning Dept., Corporate

5

Planning Div.

April 2023

General Manager, Corporate Planning Div.

January 2025 Executive Officer, Corporate Planning

(current position)

Reason for appointment as candidate for Director

Having seconded to the Group's affiliated company, Takayuki Shirafuji has expertise in accounting and finance

as well as corporate planning, etc. and international experiences. As Executive Officer of Corporate Planning,

he has played an appropriate role in promoting the Group's sustainable growth and improvement of corporate

value over the medium to long term. The Company believes that he is qualified to make important management

decisions and supervise the execution of business for the Company based on his abundant experience and

extensive knowledge and insight.

- 9 -

No.

Name

Career summary, positions, responsibilities and significant

Number of the

Company's

(Date of birth)

concurrent positions

shares held:

April 1973

Joined Sumitomo Life Insurance Company

July 2000

Director (Head Office), General Manager,

General Corporate Headquarters, Sumitomo

Life Insurance Company

April 2002

Managing Director, Managing Executive

Officer, Sumitomo Life Insurance Company

July 2007

Director, President & Chief Executive

Officer, Sumitomo Life Insurance Company

July 2011

Representative Director, President & CEO,

Sumitomo Life Insurance Company

April 2014

Chairman of the Board, Sumitomo Life

Insurance Company

June 2014

Outside Audit & Supervisory Board Member,

Panasonic Corporation (currently Panasonic

Holdings Corporation)

Yoshio Sato

June 2014

Outside Audit & Supervisory Board Member,

(August 25, 1949)

the Company

0

July 2015

Chairman of the Board, CEO, Sumitomo

(Male)

Life Insurance Company

June 2018

Outside Director, Rengo Co., Ltd. (current

position)

6

April 2021

Director, Sumitomo Life Insurance Company

July 2021

Senior Corporate Advisor, Sumitomo Life

Insurance Company (current position)

June 2022

Outside Director, Toyo Securities Co., Ltd.

(current position)

March 2023

Outside Director, the Company (current

position)

(Significant concurrent positions)

Senior Corporate Advisor, Sumitomo Life Insurance Company

Outside Director, Rengo Co., Ltd. Outside Director, Toyo Securities Co., Ltd.

Reason for appointment as candidate for Outside Director and expected roles

Yoshio Sato has engaged in management for many years, including serving as Chairman, President and Representative Director of Sumitomo Life Insurance Company and has acquired abundant experience and extensive insight as a manager. He has also engaged in auditing work as an Outside Audit & Supervisory Board Member of the Company. Currently, as an Outside Director of the Company, he makes statements as necessary in discussions of proposals at meetings of the Board of Directors and plays an appropriate role in ensuring the validity and appropriateness of decision-making.

The Company believes that he will be able to continue to provide opinions and suggestions that would benefit the Company's management and perform his management supervisory function from an independent and fair standpoint based on his abundant experience and extensive insight.

Yoshio Sato is an incumbent Outside Director of the Company, and he will have served for 2 years at the conclusion of this meeting since taking office.

- 10 -