Securities Code: 5727
May 31, 2024
Date of commencement of electronic provision measures
May 24, 2024
To Our Shareholders with Voting Rights
Yasuji Yamao
President and Representative Director
Toho Titanium Co., Ltd.
1-1-1 Minamisaiwai, Nishi-ku, Yokohama, Kanagawa
NOTICE OF THE 93RD ORDINARY GENERAL MEETING OF
SHAREHOLDERS
Dear Shareholders:
You are cordially invited to attend the 93rd Ordinary General Meeting of Shareholders of Toho Titanium Co., Ltd. (the "Company") to be held as stated below.
When convening this general meeting of shareholders, the Company has taken measures for providing information in electronic format (the "electronic provision measures") and has posted matters subject to the electronic provision measures on the following website for your review.
[The Company website] https://www.toho-titanium.co.jp/en/ir/stock/meeting/
In addition to the website shown above, the Company also has posted this information on the following websites.
[The TSE website (Listed Company Search)] https://www2.jpx.co.jp/tseHpFront/JJK020030Action.do
Please input the issue name ("TOHO TITANIUM") or securities code (5727), and click "Search," and then click "Basic information," and select "Documents for public inspection/PR information."
[The Portal of Shareholders' Meeting provided by Sumitomo Mitsui Trust Bank] https://www.soukai-portal.net
The QR code is indicated on the Voting Rights Exercise Form.
If you are unable to attend the meeting, you can exercise your voting rights either in writing or through the Internet. Please read the attached REFERENCE DOCUMENTS FOR THE GENERAL MEETING OF SHAREHOLDERS, and exercise your voting rights by 5:20 p.m., Wednesday, June 19, 2024 (JST). For your information, we will not be distributing gifts to shareholders attending the meeting.
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Description
1. Date and time: Thursday, June 20, 2024 at 10 a.m. (JST) (The reception opens at 9:30 a.m.)
2. Place: | Yokohama Bay Sheraton Hotel & Towers, 5F "Nichirin" |
1-3-23 Kitasaiwai, Nishi-ku, Yokohama, Kanagawa |
3. Agenda:
Matters to be reported:
- Business report, consolidated financial statements and non-consolidated financial statements for the 93rd fiscal term (from April 1, 2023 to March 31, 2024)
- Results of audits by Accounting Auditor and the Audit and Supervisory Committee on the consolidated financial statements for the 93rd fiscal term (from April 1, 2023 to March 31, 2024)
Matters to be resolved:
Proposal No. 1: Election of six (6) Directors who are not members of the Audit and Supervisory Committee
Election of two (2) Directors who are members of the Audit and Supervisory Committee
- For those attending the meeting in person, please present the Voting Rights Exercise Form enclosed herein to the receptionist on arrival at the meeting.
- The following matters are not presented in the documents mailed to shareholders who made a request for delivery of documents, pursuant to applicable laws and regulations and Article 15 of the Articles of Incorporation of the Company.
- Notes to Consolidated Financial Statements
- Notes to Non-consolidated Financial Statements
- If any amendments are made to matters subject to the electronic provision measures, such amendments will be posted on the respective websites where the matters are posted.
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How to Exercise Your Voting Rights
Exercise of voting rights in writing
Please indicate your vote in favor of or against each of the proposals on the enclosed Voting Rights Exercise Form and return the form for arrival by the following deadline. If neither approval nor disapproval of a proposal is indicated in the returned Voting Rights Exercise Form, it shall be deemed a vote of approval.
Deadline for Exercise of Voting Rights: 5:20 p.m., Wednesday, June 19, 2024
Exercise of voting rights via the Internet
When exercising your voting rights via the Internet, please check the instructions on Page 4 and enter your vote for or against each of the proposals by the following deadline.
Deadline for Exercise of Voting Rights: | 5:20 p.m., Wednesday, June 19, 2024 |
If attending the General Meeting of Shareholders
Please bring the enclosed Voting Rights Exercise Form with you and submit it at the reception desk.
When exercising your voting rights by proxy, the proxy you may appoint is only one (1) person who must be a shareholder of the Company entitled to vote at this General Meeting of Shareholders.
Important Notes:
- If you exercise your voting rights both in writing and via the Internet, only the vote via the Internet will be counted as valid. If you exercise your voting rights via the Internet multiple times, only the final vote will be counted as valid.
- Any costs arising from accessing the website for exercising voting rights to be paid to the Internet provider or telecommunications operator shall be borne by you, the shareholder.
- The password is important information through which we ascertain that the person voting is actually the shareholder. Please be careful with the password in the same way as you would be with a seal or PIN number.
- If you enter the password incorrectly a certain number of times, you will no longer be able to access the website. Please follow the instructions on the screen to obtain a new password.
- The voting right code listed on the Voting Rights Exercise Form is valid only for this General Meeting of Shareholders.
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How to Exercise Your Voting Rights via the Internet
1. Procedures for exercising voting rights by smartphones, etc. Deadline for Exercise of Voting Rights via the Internet:
5:20 p.m., Wednesday, June 19, 2024
-
Scan the Login QR Code listed on the Voting Exercise Rights Form.
*QR Code is a registered trademark of DENSO WAVE INCORPORATED. - Tap the "Exercise of Voting Rights" button on the top page of the soukai-portal.net.
- The top page of the "Smart Exercise" is displayed. Please follow the on-screen instructions to indicate your votes of approval or disapproval for each proposal.
2. Procedures for exercising voting rights by computers.
Access the following URL and enter the Login Code and password listed on the Voting Rights Exercise Form. Please follow the on-screen instructions to indicate your votes of approval or disapproval for each proposal.
▶https://www.soukai-portal.net
The following website for exercising voting rights continues to be available. ▶https://www.web54.net
Important Notes:
- If you want to change your vote after exercising your voting rights, you need to enter the "Voting Rights Code" and "Password" listed on the Voting Rights Exercise Form.
- If you exercise your voting rights both via the Internet and in writing, only the vote via the Internet will be counted as valid. If you exercise your voting rights via the Internet multiple times, only the final vote will be counted as valid.
- For inquiries, please call the following number.
Transfer Agency Web Support Desk, Sumitomo Mitsui Trust Bank, Limited Phone: 0120-652-031 (toll free within Japan; Business hours: 9:00 to 21:00 (JST))
- The service is not available from 0:00 to 5:00 on the first Monday of January, April, July, and October due to maintenance.
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REFERENCE DOCUMENTS FOR THE GENERAL MEETING OF
SHAREHOLDERS
Proposal No. 1: Election of six (6) Directors who are not members of the Audit and Supervisory Committee
The term of office for all the six (6) Directors who are not members of the Audit and Supervisory Committee will expire upon the conclusion of this General Meeting of Shareholders. Accordingly, the Company proposes to elect six Directors who are not members of the Audit and Supervisory Committee.
The Audit and Supervisory Committee is of the opinion that it is appropriate to elect each of the candidates as a Director who is not a member of the Audit and Supervisory Committee from the viewpoint of enhancing the medium- to long-term corporate value of the Company.
The candidates for Directors who are not members of the Audit and Supervisory Committee are as follows:
Candidate | Name | Current Position and Responsibilities at the Company |
No. | ||
Yasuji Yamao | President and Representative Director | |
1 | ||
Chief Executive Officer | ||
[Reappointment] | ||
Director and Deputy Chief Executive Officer | ||
Assistant to the President (Technical) | ||
Norio Yuki | In charge of Environment & Safety Department, Quality | |
2 | Assurance Department, Facilities Engineering Department, | |
[Reappointment] | Information Systems Department | |
In charge of Technology Strategy Headquarters, New | ||
Materials Division | ||
Akira Inokawa | Director and Executive Managing Officer | |
In charge of ESG Promotion Department, Corporate | ||
3 | ||
Planning Department, General Administration & Human | ||
[Reappointment] | ||
Resources Department, Procurement Department | ||
Kazuhiko Iida | ||
4 | Director | |
[Reappointment] | ||
Yasuhiko Ikubo | ||
5 | [Reappointment] | Outside Director |
[Outside Director] | ||
[Independent Director] | ||
Kimiharu Okura | ||
6 | [Reappointment] | Outside Director |
[Outside Director] | ||
[Independent Director] | ||
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No.
1
Yasuji Yamao
Number of shares of | |
(Born January 7, 1959) | the Company owned…………… 3,166 shares |
Reappoint |
Career summary, title and area of responsibility in the Company:
ment |
April 1981 Joined Nippon Mining Co., Ltd.
October 2012 General Manager, Coordination Department, Metals Group, JX Nippon Mining & Metals Corporation Executive Officer, Pan Pacific Copper Co., Ltd. (in charge of Administration Department and Planning & Coordination Department)
April 2013 Executive Officer, JX Nippon Mining
-
Metals Corporation
June 2013 Executive Officer,
In charge of Planning & Coordination Department; General Manager, Coordination Department, Metals Group,
JX Nippon Mining & Metals Corporation
June 2014 Executive Officer,
In charge of Accounting & Finance Department; General Manager, Accounting & Finance Department, JX Nippon Mining & Metals Corporation
April 2017 Executive Managing Officer,
Deputy General Manager, Electronic
Materials Group,
JX Nippon Mining & Metals Corporation
April 2018 Director and Executive Managing
Officer, JX Nippon Mining & Metals
Corporation
April 2019 In charge of Accounting & Finance Department, Environment & Safety Department, Logistics Department, and Internal Auditing Department,
JX Nippon Mining & Metals Corporation Representative Director, Pan Pacific Copper Co., Ltd. (resigned in March 2020)
April 2020 Assistant to President (Special Assignment); In charge of Environment
- Safety Department, JX Nippon Mining
- Metals Corporation
April 2021 Adviser, Toho Titanium Co., Ltd.
June 2021 President and Representative Director, Chief Executive Officer, Toho Titanium Co., Ltd. (to present)
Significant concurrent positions outside the Company:
None
Reason for nomination as a candidate for Director who is not a member of the Audit and Supervisory Committee:
He served in the ENEOS Group as Director and Senior Executive Officer of JX Nippon Mining & Metals Corporation (currently JX Advanced Metals Corporation) and as Representative Director of Pan Pacific Copper Co., Ltd. Since he assumed the office of President and Representative Director of the Company, he has led the Company's management and contributed to the enhancement of corporate value through the deployment of various measures.
He was nominated as a candidate for Director who is not a member of the Audit and Supervisory Committee, because the Company expects him to make appropriate management judgment with those experiences.
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No.
2
Norio Yuki
Number of shares of | |
(Born March 4, 1960) | the Company owned…………… 5,390 shares |
Reappoint |
ment |
Career summary, title and area of responsibility in the Company:
April 1982 | Joined Nippon Mining Co., Ltd. | April 2020 | In charge of New Business Promotion |
April 2013 | General Manager, Technology | Office | |
Development Center, JX Nippon | June 2021 | Director and Executive Managing | |
Mining & Metals Corporation | Officer | ||
June 2015 | Executive Officer, | General Manager, Technical Division | |
Deputy General Manager, Technology | April 2023 | Director and Deputy Chief Executive | |
Development Group, | Officer (to present) | ||
JX Nippon Mining & Metals | Assistant to the President (Technical) | ||
Corporation | (to present) | ||
April 2016 | Executive Officer, | General Manager, Technology | |
Deputy General Manager, Technology | Strategy Headquarters | ||
Group, | In charge of New Materials Division | ||
JX Nippon Mining & Metals | (to present) | ||
Corporation | June 2023 | In charge of Environment & Safety | |
April 2019 | Executive Managing Officer, Toho | Department, Quality Assurance | |
Titanium Co., Ltd. | Department, Facilities Engineering | ||
Deputy General Manager, Technical | Department, Information Systems | ||
Division | Department (to present) | ||
General Manager, Technical | April 2024 | In charge of Technology Strategy | |
Development Center, Technical | Headquarters (to present) | ||
Division | Significant concurrent positions outside the Company: |
None
Reason for nomination as a candidate for Director who is not a member of the Audit and Supervisory Committee:
He was engaged in R&D of non-ferrous metal for many years in the ENEOS Group at JX Nippon Mining & Metals Corporation (currently JX Advanced Metals Corporation) and other companies. Since he assumed the office of Executive Officer of the Company, he has management experience, mainly in R&D and new business development.
He was nominated as a candidate for Director who is not a member of the Audit and Supervisory Committee, because the Company expects him to make appropriate management judgment with those experiences.
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No.
3
Akira Inokawa
Number of shares of | |
(Born June 5, 1964) | the Company owned…………… 2,333 shares |
Reappoint
ment
Career summary, title and area of responsibility in the Company:
April 1989 | Joined Nippon Mining Co., Ltd. | April 2022 | Deputy General Manager, Corporate |
October 2013 | General Manager, Legal Department, | Management Division | |
Chile Office, Pan Pacific Copper Co., | General Manager in charge of General | ||
Ltd. | Administration, General | ||
April 2017 | Temporarily transferred to Toho | Administration & Human Resources | |
Titanium Co., Ltd. | Department, Corporate Management | ||
General Manager, Corporate Planning | Division | ||
Department | June 2022 | Director and Executive Officer | |
March 2018 | Permanently transferred to Toho | April 2023 | Director and Executive Managing |
Titanium Co., Ltd. | Officer (to present) | ||
April 2019 | General Manager, General | June 2023 | General Manager, Corporate |
Administration & Human Resources | Management Division | ||
Department, Corporate Management | January 2024 | In charge of ESG Promotion | |
Division | Department, Corporate Planning | ||
April 2021 | Executive Officer | Department, General Administration | |
In charge of Internal Control | & Human Resources Department, | ||
Promotion Department | Procurement Department (to present) |
Significant concurrent positions outside the Company:
None
Reason for nomination as a candidate for Director who is not a member of the Audit and Supervisory Committee:
He was in charge of general administration, legal affairs, corporate planning, and other back-office functions for many years in the ENEOS Group at JX Nippon Mining & Metals Corporation (currently JX Advanced Metals Corporation) and other companies. Since he assumed the office of Executive Officer of the Company, he has experience in management, mainly in general administration and human resources.
He was nominated as a candidate for Director who is not a member of the Audit and Supervisory Committee, because the Company expects him to make appropriate management judgment with those experiences.
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No.
4
Kazuhiko Iida
Number of shares of | ||
(Born December 7, 1963) | the Company owned…………… | 0 shares |
Reappoint
ment
Career summary, title and area of responsibility in the Company:
April 1988 | Joined Nippon Mining Co., Ltd. | April 2020 | General Manager, Tantalum & |
April 2008 | General Manager in charge of | Niobium Division, JX Nippon Mining | |
Maquinas, Manufacturing | & Metals Corporation (to present) | ||
Department, Shirogane Plant, Nippon | Senior Executive Engineer, | ||
Mining & Metals Co., Ltd. | Technology Group, JX Nippon Mining | ||
July 2009 | Temporarily transferred from Nippon | & Metals Corporation (to present) | |
Mining & Metals Co., Ltd. to Nikko | April 2022 | Senior Executive Officer, JX Nippon | |
Metals Philippines, Inc. | Mining & Metals Corporation (to | ||
Plant Manager, Nikko Metals | present) | ||
Philippines, Inc. | June 2023 | Director, Toho Titanium Co., Ltd. (to | |
April 2014 | President, JX Nippon Mining & | present) | |
Metals Philippines, Inc. (currently JX | Senior Executive Engineer, Corporate | ||
Metals Philippines, Inc.) | Planning Department, JX Nippon | ||
April 2016 | Deputy General Manager, Hitachi | Mining & Metals Corporation (to | |
Works, JX Nippon Mining & Metals | present) | ||
Corporation | Significant concurrent positions outside the Company: | ||
April 2019 | Executive Officer, JX Nippon Mining | Senior Executive Officer, JX Advanced Metals | |
& Metals Corporation | Corporation (formerly JX Nippon Mining & Metals | ||
Deputy General Manager, Tantalum & | Corporation) | ||
Niobium Division, JX Nippon Mining | |||
& Metals Corporation |
Reason for nomination as a candidate for Director who is not a member of the Audit and Supervisory Committee:
He has a wealth of experience and a proven track record in the ENEOS Group. He was in charge of important duties as an engineer for many years at the electro-deposited copper foil and other electronic materials business division of JX Advanced Metals Corporation and other group companies and then has served as Senior Executive Officer of JX Advanced Metals Corporation.
He was nominated as a candidate for Director who is not a member of the Audit and Supervisory Committee, because the Company expects him to provide helpful opinions and advice as Director with those experiences. He is a candidate for Non-Executive Director.
No.
5
Yasuhiko Ikubo
Number of shares of | |
the Company owned…………… | 0 shares |
(Born February 11, 1953) Period in Office………………… | 9 years |
Reappoint |
ment |
Outside
Director
Independent
Director
Career summary, title and area of responsibility in the Company:
April 1977 | Registered as a lawyer (with the Dai- | April 2009 | Vice President, Kanto Federation of |
Ichi Tokyo Bar Association) | Bar Associations | ||
(to present) | April 2014 | Executive Director, Japan Federation | |
January 1991 | Senior Partner, Abe, Ikubo & | of Bar Associations | |
Katayama (to present) | June 2015 | Outside Director, Toho Titanium Co., | |
April 1994 | Professor, The Legal Training and | Ltd. (to present) | |
Research Institute of Japan | |||
April 2007 | Vice Chairman, Dai-Ichi Tokyo Bar | Significant concurrent positions outside the Company: | |
Association | Senior Partner, Abe, Ikubo & Katayama |
Reason for nomination as a candidate for Outside Director who is not a member of the Audit and Supervisory Committee, and functions expected to be fulfilled:
As a lawyer, he has been involved in a wide range of fields related to corporate legal affairs for many years. He provides the Company with helpful opinions and advice based on his knowledge and experience.
He was nominated as a candidate for Outside Director who is not a member of the Audit and Supervisory Committee, because the Company expects him to continue to provide such opinions and advice and, from an objective standpoint independent of the execution of operations, make appropriate management judgment and provide highly effective supervision of the management team, notwithstanding the fact that he does not have any experience in corporate management other than by serving as an outside director or as an outside audit and supervisory board member.
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No.
6
Kimiharu Okura
Number of shares of | ||
the Company owned…………… | 0 shares | |
(Born May 14, 1953) | Period in Office………………… | 5 years |
Reappoint |
ment |
Outside
Director
Independent
Director
Career summary, title and area of responsibility in the Company:
April 1976 | Joined Mitsui & Co., Ltd. | April 2016 | Director, SANYO Techno Solutions |
May 2001 | Vice Operating Officer of Americas | Tottori Co., Ltd. (currently LIMNO | |
Business Unit, Mitsui & Co., Ltd. | Co., Ltd.) | ||
September 2003 | General Manager, Base Metal Unit, | July 2017 | Representative, OKnits (to present) |
Mitsui & Co., Ltd. | June 2019 | Outside Director, Toho Titanium Co., | |
April 2005 | General Manager, Non-Ferrous | Ltd. (to present) | |
Materials Unit, Mitsui & Co., Ltd. | Significant concurrent positions outside the Company: | ||
May 2008 | President and Representative Director, | Representative, OKnits | |
Nippon Amazon Aluminium Co., Ltd. | |||
April 2015 | Director and Chairman, MDR Co., | ||
Ltd. |
Reason for nomination as a candidate for Outside Director who is not a member of the Audit and Supervisory Committee, and functions expected to be fulfilled:
He served as a vice operating officer of US subsidiaries and general manager of metal business divisions in Mitsui& Co., Ltd., managed an investment company in the mineral resource sector partially owned by Mitsui & Co., Ltd., and has a lot of knowledge and experience in metal business and corporate management.
He was nominated as a candidate for Outside Director who is not a member of the Audit and Supervisory Committee, because the Company expects him to continue to provide such opinions and advice and, from an objective standpoint independent of the execution of operations, make appropriate management judgment and provide highly effective supervision of the management team.
Notes: 1. There is no relationship involving a special interest or transactional relationship between the candidates for Director and the Company.
- JX Advanced Metals Corporation (formerly JX Nippon Mining & Metals Corporation) is a parent company of the Company, and Pan Pacific Copper Co., Ltd. and JX Metals Philippines, Inc. are subsidiaries of JX Advanced Metals Corporation. The positions and responsibilities of candidates who are, or were in the past ten years, officers of these companies are as described above.
- The Company has entered into an agreement with each of Messrs. Kazuhiko Iida, Yasuhiko Ikubo and Kimiharu Okura that limits their liabilities to the Company to an amount equal to the minimum amount set forth in Article 425, paragraph (1) of the Japanese Companies Act. If their reelection is approved in this General Meeting of Shareholders, the Company will maintain those agreements effective.
- The Company has entered into a liability insurance policy for directors and officers with an insurance company, naming as the insured all directors, executive officers, and employees of the Company who have been appointed by the Company as a director or corporate auditor of an unlisted company in Japan. This insurance policy covers the insured's losses and damages, such as liability for damages and expenses incurred by them in connection with management decisions, execution of operations, etc. Each of the candidates, if their election is approved, will be covered as an insured under the insurance policy. All insurance premiums will be paid by the Company, and this insurance policy is to be renewed in September 2024.
- Messrs. Yasuhiko Ikubo and Kimiharu Okura are, and after approval of their reelection, will continue to be, independent directors as stipulated in the relevant rules of the Tokyo Stock Exchange.
- Figures set out in the part of "Number of shares of the Company owned" by candidates for Directors are those including shares held through the Shareholding Society of Directors, Officers and Audit and Supervisory Committee Members.
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