Toray Industries, Inc. TSE:3402

Toray Industries : Notice of the Resolutions at the 144th Ordinary General Meeting of Stockholders

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Source: MarketScreener



Toray Industries, Inc.

Notice of the Resolutions at the 144th Ordinar y General Meeting of Stockholders

June, 2025

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

  1. 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

  2. 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