Toray Industries, Inc. TSE:3402
Toray Industries : Notice of the Resolutions at the 144th Ordinary General Meeting of Stockholders
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Toray Industries, Inc.
Notice of the Resolutions at the 144th Ordinar y General Meeting of StockholdersJune, 2025
To Our Stockholders
Dear Stockholder:
We are pleased to inform you of the resolutions at the 144th Ordinary General Meeting of Stockholders, which was held on June 26, 2025, as follows.
June 26, 2025
Mitsuo Ohya President
Toray Industries, Inc.
1-1, Nihonbashi-Muromachi 2-chome, Chuo-ku, Tokyo 103-8666, Japan
Matters Reported
The Business Report and Consolidated Financial Statements for the 144th business year (from April 1, 2024 to March 31, 2025), and Reports of Independent Auditor and the Board of Corporate Auditors on the relevant Consolidated Financial Statements conducted respectively
Report on the Non-consolidated Financial Statements for the 144th business year (from April 1, 2024 to March 31, 2025)
Resolutions
Proposition No. 1:Appropriation of Surplus
This proposition was approved and adopted in all respects as proposed.
(Dividends: ¥9 per share. This amounts to ¥18 for the year including the interim dividend of
¥9 per share.)
Proposition No. 2:Election of Ten Members of the Board
Seven Members of the Board were reelected and took office.
Akihiro Nikkaku Mitsuo Ohya
Kazuhiko Shuto Tetsuya Tsunekawa
Kunio Ito Susumu Kaminaga Yuko Harayama
Three Members of the Board were newly elected and took office.
Shigeki Terada Yuichiro Kato Akiko Innes-Taylor
Kunio Ito, Susumu Kaminaga, Yuko Harayama, and Akiko Innes-Taylor are Outside Directors.
Proposition No. 3:Election of Two Corporate Auditors
Two Corporate Auditors were newly elected and took office.
Mitsuharu Mano Masahiko Inoue
Masahiko Inoue is an Outside Corporate Auditor.
Proposition No. 4:Payment of Bonuses to Members of the Board
It was resolved that bonuses of ¥143 million be paid to seven Members of the Board (excluding Outside Directors).
Proposition No. 5:Revision of the Amount of Remuneration for Members of the Board and Corporate Auditors
It was resolved that the amount of remuneration for Members of the Board be changed from a monthly amount to an annual amount and the amount of remuneration, including bonuses, be revised to within ¥900 million (including within ¥108 million for Outside Directors) per year. The amount of remuneration for Members of the Board will not include the portion of employees' salary of the employee director, as in the previous case. In addition, the amount of remuneration for Corporate Auditors will be changed from a monthly amount to an annual amount and the amount of remuneration will be revised to within ¥170 million per year.
Proposition No. 6:Determination of Remuneration for the Granting of Restricted Stock to Members of the Board (Excluding Outside Directors)
It was resolved that shares of the Company's common stock or monetary claims be provided as remuneration for the granting of restricted stock to Members of the Board (excluding Outside Directors) in place of the current system of stock acquisition rights as stock options, the total value of such shares or monetary claims be within ¥300 million per year, and the total number of shares of the Company's common stock to be issued or disposed of as restricted stock be within 1,200,000 shares per year.
Toray Industries, Inc.
1-1, Nihonbashi-Muromachi 2-chome, Chuo-ku, Tokyo 103-8666, Japan
Printed in Japan