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.
Securities Code: 6463 June 7, 2024 (Start date of measures for electronic provision: May 31, 2024)
To our shareholders:
Hiroshi Suehiro
Representative Director, Chairman & CEO
TPR Co., Ltd.
1-6-2, Marunouchi, Chiyoda-ku, Tokyo
Notice of the 91st Annual General Meeting of Shareholders
We are pleased to announce the 91st Annual General Meeting of Shareholders (the "Meeting") of TPR Co., Ltd. (the "Company"), which will be held as indicated below.
In convening the Meeting, the Company takes measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. (items for electronic provision measures) in electronic format, and posts this information on the Company's website. Please access the following websites to check.
The Company's website: | https://www.tpr.co.jp/ir/stock/meeting/ (in Japanese) |
Website for posted informational materials for the general meeting of shareholders: https://d.sokai.jp/6463/teiji/ (in Japanese)
In addition to the Company's website, the items for electronic provision measures are also posted on the website of Tokyo Stock Exchange (TSE), so please check from the following.
TSE website: | https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese) |
(Access the TSE website by using the internet address shown above, enter "TPR" in "Issue name (company name)" or the Company's securities code "6463" 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].")
If you are unable to attend on the day of the meeting, you can exercise your voting rights via postal mail or the internet, etc. in advance, so please review the Reference Documents for General Meeting of Shareholders and exercise your voting rights by no later than Wednesday, June 26, 2024, at 5:10 p.m. (JST).
[When exercising voting rights via the internet, etc.]
When exercising your voting rights online, please refer to "Information on Exercising Your Voting Rights via the Internet, etc." below (in Japanese only).
[When exercising voting rights in writing (via postal mail)]
Please indicate your approval or disapproval of each proposal on the voting form and return it so that it arrives by the deadline stated above.
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1. Date and Time: Thursday, June 27, 2024, at 10:00 a.m. (JST) (Reception will open at 9:00 a.m.)
2. Venue: | Grand Hall, the Industry Club of Japan Building 3rd floor |
1-4-6, Marunouchi, Chiyoda-ku, Tokyo | |
(Although the Meeting will be held in the same building as last year, please note | |
that the location has changed from the second to the third floor.) |
3. Purpose of the Meeting Matters to be reported:
- The Business Report and the Consolidated Financial Statements for the 91st fiscal year (from April 1, 2023 to March 31, 2024), and the results of audits of the Consolidated Financial Statements by the financial auditor and the Audit & Supervisory Board
- The Non-Consolidated Financial Statements for the 91st fiscal year (from April 1, 2023 to March 31, 2024)
Matters to be resolved:
Proposal No. 1 Election of Nine Directors
Proposal No. 2 Election of Two Audit & Supervisory Board Members Proposal No. 3 Revision to Share-based Remuneration Plan for Directors
Proposal No. 4 Revision of Total Remuneration for Audit & Supervisory Board Members
4. Determined Matters for Convocation
- If there is no indication of approval or disapproval for each proposal when you exercise voting rights in writing (via postal mail), it will be treated as an indication of approval.
- In addition, if you exercise your voting rights multiple times via the internet, etc., we will treat the last exercise as the valid exercise of your voting rights.
- If you exercise your voting rights both in writing and via the internet, etc., we will treat the exercise of your voting rights via the internet, etc. as valid, irrespective of the arrival date and time.
- When you attend the Meeting in person, you are kindly requested to present the voting form at the reception.
- If revisions to the items for electronic provision measures arise, a notice of the revisions and the details of the items before and after the revisions will be posted on the aforementioned individual websites on the internet.
- Shareholders who have made a request for documentary delivery will be sent a document that describes the items for electronic provision measures. However, in accordance with the provisions of laws and regulations and Article 14 of the Articles of Incorporation of the Company, the document will exclude the following items:
- "Matters concerning the Company's share acquisition rights, etc." of the Business Report
- "Notes to the Consolidated Financial Statements"
- "Notes to the Non-Consolidated Financial Statements"
Therefore, the Business Report, Consolidated Financial Statements and Non-Consolidated Financial Statements stated in the relevant document are part of the documents audited by the financial auditor and the Audit & Supervisory Board Members when preparing the audit report.
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Reference Documents for General Meeting of Shareholders
Proposal No. 1 Election of Nine Directors
At the conclusion of the Meeting, the terms of office of all nine Directors will expire. Therefore, the Company proposes the election of nine Directors. Appointment of the candidates for the Directors were made with the report submitted by the Nominating and Remuneration Committee, in which independent outside Directors make up a majority of the members.
The candidates for Director are as follows:
Candidate
No. Name
- Hiroshi Suehiro
2 Kazumi Yano
3 Goji Fujishiro
4 Akihiko Ii
5 Noriaki Ayuzawa
- Masataka Honke
7 Toshihisa Kato
- Kanako Osawa
9 Kenji Muneto
Position in the Company
Representative Director,
Chairman & CEO
Representative Director,
President & COO
Deputy President and
Executive Officer
Director,
Senior Managing
Executive Officer
Director, Executive
Officer
Director
Director
Director
Director
Responsibility in the Company, and
significant concurrent positions outside the
Company
Director of FALTEC Co., Ltd.
Director of FALTEC Co., Ltd.
Head of Overseas Operations
Head of Sales & Marketing, Head of Purchasing
Head of Technology
-
-
Attorney at law
Outside Director (Audit & Supervisory Committee Member) of LINTEC Corporation
Outside Audit & Supervisory Board Member of Otsuka Holdings Co., Ltd. Outside Audit & Supervisory Board Member of Toshiba Tec Corporation
Management consultant
Reelection Male
Reelection Male
New election Male
Reelection Male
Reelection
Male
Reelection
Male
Outside
Independent
Reelection
Male
Outside
Independent
Reelection
Female
Outside
Independent
Reelection
Male
Outside
Independent
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Candidate
No.
1
Name
Hiroshi Suehiro
Reelection
Male
Date of birth:
September 11, 1958
Number of shares of the
Company held:
4,300
Number of years in office:
6 years
Attendance at Board of
Directors meetings:
16/16
Career summary, position and responsibility in the Company
Apr. 1981 | Joined The Fuji Bank, Limited (Currently Mizuho |
Bank, Ltd.) | |
Apr. 2008 | Executive Officer, General Manager of Corporate |
Banking Division No. 7 of Mizuho Corporate Bank, | |
Ltd. | |
Apr. 2011 | Managing Executive Officer, Head of Asia & |
Oceania | |
Apr. 2014 | Managing Executive Officer, Head of the Americas |
of Mizuho Bank, Ltd. | |
Apr. 2015 | Senior Managing Executive Officer, Head of the |
Americas | |
Apr. 2017 | Deputy President & Senior Executive Officer, Head |
of the Americas of Mizuho Financial Group, Inc. | |
Apr. 2017 | Deputy President & Executive Officer, Head of the |
Americas of Mizuho Bank, Ltd. | |
May 2018 | Deputy President and Executive Officer of the |
Company | |
June 2018 | Director, Deputy President and Executive Officer |
June 2019 | Chairman of the Board of FALTEC Co., Ltd. |
June 2019 | Representative Director, Chairman & CEO of the |
Company (current position) |
Apr. 2021 | Director of FALTEC Co., Ltd. (current position) |
Significant concurrent positions outside the Company
Director of FALTEC Co., Ltd.
Reasons for nomination as candidate for Director
Hiroshi Suehiro has abundant management experience and broad knowledge in various areas such as banking and finance due to having served as Vice President, then Representative Director, Chairman & CEO of the Company after holding the executive positions in other companies over the long term. Accordingly, the Company proposes to nominate him as a candidate to continue serving as Director.
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Candidate
No.
2
Name
Kazumi Yano
Reelection
Male
Date of birth:
February 8, 1957
Number of shares of the
Company held:
10,700
Number of years in office:
7 years
Attendance at Board of
Directors meetings:
16/16
Career summary, position and responsibility in the Company
Aug. 1982 | Joined the Company |
June 2006 | General Manager of Production Engineering |
Department of Nagano Plant | |
June 2009 | General Manager of Engineering Development |
Department | |
June 2011 | General Manager of Production Engineering |
Department of Nagano Plant | |
June 2012 | Executive Officer, Plant Manager of Nagano Plant, |
and General Manager of Production Planning | |
Department | |
Dec. 2013 | Executive Officer, Plant Manager of Nagano Plant |
June 2017 | Director, Managing Executive Officer of the |
Company | |
Representative Director and President of TPR | |
INDUSTRY CO., LTD. | |
June 2019 | Director, Senior Managing Executive Officer |
Apr. 2021 | Representative Director, President & COO |
(current position) | |
June 2021 | Director of FALTEC Co., Ltd. (current position) |
Significant concurrent positions outside the Company
Director of FALTEC Co., Ltd.
Reasons for nomination as candidate for Director
Kazumi Yano has broad experience and knowledge in the products and business of the TPR Group, serving as Representative Director, President & COO after holding important positions in the Company's production departments over many years. Accordingly, the Company proposes to nominate him as a candidate to continue serving as Director.
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Candidate
No.
3
Name
Goji Fujishiro
New election
Male
Date of birth:
January 5, 1965
Number of shares of the
Company held:
400
Number of years in office:
-
Attendance at Board of
Directors meetings:
-
Career summary, position and responsibility in the Company
Apr. 1987 | Joined The Fuji Bank, Limited (Currently Mizuho |
Bank, Ltd.) | |
Apr. 2015 | Executive Officer and General Manager of |
Executive Secretariat of Mizuho Financial Group, | |
Inc. | |
Apr. 2016 | Managing Executive Officer in charge of Sales of |
Mizuho Bank Ltd. | |
Apr. 2018 | Managing Executive Officer and Head of Global |
Products Unit of Mizuho Financial Group, Inc. | |
Apr. 2019 | Managing Executive Officer, Head of Asset |
Management Company and Head of Global | |
Products Unit | |
Apr. 2020 | Senior Managing Executive Officer in charge of |
West Japan of Mizuho Bank Ltd. | |
Apr. 2021 | Deputy President and Executive Officer in charge of |
West Japan | |
May 2021 | Deputy President and Executive Officer in charge of |
West Japan and Head of Kansai Regional Group | |
June 2023 | Deputy President and Executive Officer of the |
Company | |
Apr. 2024 | Deputy President and Executive Officer (current |
position) | |
Head of Overseas Operations |
Significant concurrent positions outside the Company
-
Reasons for nomination as candidate for Director
Goji Fujishiro has abundant management experience and broad knowledge in various areas such as banking and finance after holding the executive positions in other companies over the long term. Accordingly, the Company proposes to nominate him as a candidate to serve as Director.
4
Akihiko Ii
Reelection
Male
Date of birth:
September 11, 1960
Number of shares of the
Company held:
5,400
Number of years in office:
5 years
Attendance at Board of
Directors meetings:
16/16
Nov. 1990 | Joined the Company |
June 2009 | General Manager of Nagoya Sales Office |
June 2014 | General Manager of Marketing & Business Planning |
Department | |
June 2015 | Executive Officer in charge of Sales for Japanese |
firms | |
Sept. 2017 | Executive Officer in charge of Sales for Japanese |
firms | |
General Manager of Marketing & Business Planning | |
Department | |
Apr. 2018 | Executive Officer in charge of Sales for Japanese |
firms | |
June 2019 | Director, Managing Executive Officer of the |
Company | |
Apr. 2021 | Director, Senior Managing Executive Officer |
Head of Sales & Marketing | |
Apr. 2024 | Director, Senior Managing Executive Officer |
(current position) | |
Head of Sales & Marketing, Head of Purchasing |
Significant concurrent positions outside the Company
-
Reasons for nomination as candidate for Director
Akihiko Ii has broad experience and knowledge in the products and business of the TPR Group, having held important positions in the Company's sales departments over many years. Accordingly, the Company proposes to nominate him as a candidate to continue serving as Director.
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Candidate
No.
5
Name | Career summary, position and responsibility in the Company | |
Apr. 1990 | Joined the Company | |
Noriaki Ayuzawa | June 2014 | General Manager of Product Development |
Department | ||
Reelection | June 2019 | Executive Officer (Head of Ring, Liner, Sintering |
Male | Technology) | |
General Manager of Product Development | ||
Date of birth: | Department | |
February 24, 1967 | Apr. 2021 | Executive Officer (Head of Ring, Liner, Sintering |
Number of shares of the | Technology) | |
General Manager of Technical Planning Department, | ||
Company held: | ||
and General Manager of CASE Handling | ||
1,400 | ||
Development Department | ||
Number of years in office: | Apr. 2022 | Executive Officer (Head of Technology) |
1 year | General Manager of Technical Planning Department | |
Attendance at Board of | Apr. 2023 | Executive Officer |
Head of Technology | ||
Directors meetings: | ||
13/13 | June 2023 | Director, Executive Officer (current position) |
Head of Technology
Significant concurrent positions outside the Company
-
Reasons for nomination as candidate for Director
Noriaki Ayuzawa has broad experience and knowledge in the products and business of the TPR Group, having held important positions in the Company's technical departments over many years. Accordingly, the Company proposes to nominate him as a candidate to continue serving as Director.
6
Masataka Honke
Reelection
Male
Outside
Independent
Date of birth:
June 9, 1945
Number of shares of the
Company held:
2,500
Number of years in office:
8 years
Attendance at Board of
Directors meetings:
15/16
Apr. 1968 | Joined Bank of Japan |
May 1990 | General Manager of Matsuyama Branch |
Apr. 1992 | Deputy General Manager of Osaka Branch |
Oct. 1994 | Deputy General Manager of Bank Examination |
Department | |
May 1996 | Director-General of Currency Issue Department |
Aug. 1997 | Senior Managing Director of YAMANE TANSHI |
CO., LTD. | |
Aug. 1998 | Representative Director and President |
Apr. 2001 | Representative Director and President of CENTRAL |
TANSHI CO., LTD. | |
June 2007 | Representative Director and Chairman |
June 2013 | Chairman of The Central Council for Financial |
Services Information | |
June 2016 | Outside Director of the Company (current |
position) |
Significant concurrent positions outside the Company
-
Reasons for nomination as candidate for outside Director and outline of expected roles
Masataka Honke has experience carrying out important positions in the Bank of Japan and the financial industry, and has experience as a corporate manager, and therefore the Company has deemed that he will appropriately execute his duties as outside Director of the Company. Accordingly, the Company proposes to nominate him to continue as a candidate for Director. If he is elected, he will be involved in matters related to the nomination and remuneration of the Company's Directors, etc. as a member of the Nominating and Remuneration Committee from an objective and neutral standpoint.
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Candidate
No.
7
Name
Toshihisa Kato
Reelection
Male
Outside
Independent
Date of birth:
November 25, 1953
Number of shares of the
Company held:
2,200
Number of years in office:
5 years
Career summary, position and responsibility in the Company
Apr. 1978 | Joined Ajinomoto Co., Inc. |
July 1996 | Associate General Manager of Central Research |
Laboratories | |
July 1998 | Associate General Manager of Research and |
Development Department | |
July 2000 | General Manager of Production Division No. 1 of |
Tokai Plant | |
Apr. 2005 | General Manager of Fine Chemical & |
Pharmaceutical Industrialization Center | |
July 2006 | General Manager of Tokai Plant |
July 2007 | Corporate Executive Officer, General Manager of |
Tokai Plant | |
July 2009 | Corporate Executive Officer, General Manager of |
AOC Department, Bioscience Products & Fine | |
Chemicals Division | |
Oct. 2010 | Corporate Executive Officer, General Manager of |
Material Development & Application Labs, | |
Bioscience Products & Fine Chemicals Division | |
July 2011 | Corporate Vice President, Deputy Chief Technology |
Officer |
Attendance at Board of | In charge of Open Innovation Affairs and | |
Directors meetings: | Intellectual Property Affairs | |
16/16 | July 2013 | Corporate Vice President, General Manager of |
Institute For Innovation | ||
July 2017 | Advisor | |
June 2019 | Outside Director of the Company (current | |
position) |
Significant concurrent positions outside the Company
-
Reasons for nomination as candidate for outside Director and outline of expected roles
Toshihisa Kato has experience of having held important positions in operating companies over many years, and has experience in corporate management, and the Company has therefore deemed that he will appropriately execute his duties as outside Director of the Company. Accordingly, the Company proposes to nominate him as a candidate to continue serving as Director. If he is elected, he will be involved in matters related to the nomination and remuneration of the Company's Directors, etc. as a member of the Nominating and Remuneration Committee from an objective and neutral standpoint.
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Candidate
No.
8
Name
Kanako Osawa
Reelection
Female
Outside
Independent
Date of birth:
December 22, 1970
Number of shares of the
Company held:
600
Number of years in office:
3 years
Attendance at Board of
Directors meetings:
16/16
Career summary, position and responsibility in the Company
Mar. 1998 | Graduated from Legal Training and Research |
Institute of Japan (the 50th Class), Supreme Court of | |
Japan | |
Apr. 1998 | Registered as an attorney at law |
Apr. 1998 | Joined Kajitani Law Offices (current position) |
Oct. 2005 | Admitted to the bar of the State of New York, USA |
June 2015 | Outside Director (Audit & Supervisory |
Committee Member) of LINTEC Corporation | |
(current position) | |
June 2021 | Outside Director of the Company (current |
position) | |
Mar. 2022 | Outside Audit & Supervisory Board Member of |
Otsuka Holdings Co., Ltd. (current position) | |
June 2022 | Outside Audit & Supervisory Board Member of |
Toshiba Tec Corporation (current position) |
Significant concurrent positions outside the Company
Attorney at law
Outside Director (Audit & Supervisory Committee Member) of LINTEC Corporation Outside Audit & Supervisory Board Member of Otsuka Holdings Co., Ltd.
Outside Audit & Supervisory Board Member of Toshiba Tec Corporation
Reasons for nomination as candidate for outside Director and outline of expected roles
Although she does not have experience of being involved in corporate management directly by any method other than being an outside officer in the past, Kanako Osawa has been active in a wide range of fields as an attorney at law and has cultivated expert knowledge and experience. The Company has therefore deemed that she will appropriately execute her duties as outside Director of the Company. Accordingly, the Company proposes to nominate her as a candidate to continue serving as Director. If she is elected, she will be involved in matters related to the nomination and remuneration of the Company's Directors, etc. as a member of the Nominating and Remuneration Committee from an objective and neutral standpoint.
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Candidate | Name | Career summary, position and responsibility in the Company | |
No. | |||
Kenji Muneto | Apr. 1985 | Joined Diesel Kiki Co., Ltd. | |
Apr. 2004 | General Manager, Business Planning Department, | ||
Reelection | Sales Division, Head Office of Bosch Automotive | ||
Male | Systems Corporation | ||
Apr. 2007 | General Manager, No. 2 Sales Department, Fuel | ||
Outside | |||
Injection System Unit of Bosch Corporation | |||
Independent | |||
Apr. 2009 | Executive Officer, Fuel Injection System Unit, | ||
Date of birth: | General Manager of Sales Division | ||
Aug. 2013 | Senior Managing Executive Officer, and President | ||
June 1, 1961 | |||
of Bosch Fuel Injection Business Japan Division | |||
9
Number of shares of the
Company held:
0
Number of years in office:
1 year
Attendance at Board of
Directors meetings:
13/13
June 2021 | Retired from Bosch Corporation |
Sept. 2021 | Management consultant (current position) |
June 2023 | Outside Director of the Company (current |
position) |
Notes:
Significant concurrent positions outside the Company
Management consultant
Reasons for nomination as candidate for outside Director and outline of expected roles
Kenji Muneto has experience of having held important positions in operating companies over many years, and has experience in corporate management, and the Company has therefore deemed that he will appropriately execute his duties as outside Director of the Company. Accordingly, the Company proposes to nominate him as a candidate to continue serving as Director. If he is elected, he will be involved in matters related to the nomination and remuneration of the Company's Directors, etc. as a member of the Nominating and Remuneration Committee from an objective and neutral standpoint.
- There is no special interest between any of the candidates and the Company.
- Masataka Honke, Toshihisa Kato, Kanako Osawa, and Kenji Muneto are candidates for outside Director. The Company has provided notice of the statuses of Masataka Honke, Toshihisa Kato, Kanako Osawa, and Kenji Muneto as independent officers to the Tokyo Stock Exchange.
-
The Company has entered into limited liability agreements of damages with Masataka Honke, Toshihisa Kato, Kanako Osawa, and Kenji Muneto in order to enable them to adequately perform the expected role as outside Director, and plans to continue this agreement with them if their election is approved.
The outline of the agreement is as follows: - If the Company incurs damage as a result of the failure of the outside Director to perform his/her duties, as long as the outside Director performed his/her duties in good faith and without gross negligence, the liability for damage that the outside Director shall owe to the Company shall be limited to the minimum amount of liability specified in Article 425, paragraph (1) of the Companies Act.
- The Company has entered into a directors and officers liability insurance policy with an insurance company as stipulated in Article 430-3, paragraph (1) of the Companies Act, and a summary of the contents of the agreement is described in 3. "Matters Concerning Company Officers" of the Business Report (Japanese). If the election of the candidates for Director is approved, they will be included as an insured person under this insurance policy. In addition, the Company plans to renew the insurance policy with the same contents at the next renewal.
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