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: 6278 March 11, 2025 （Measures for electronic provision have commenced on March 3, 2025)
To Shareholders with Voting Rights
Hiroshi Odaira
President & COO
UNION TOOL CO.
6-17-1 Minami-ohi, Shinagawa-ku, Tokyo,
Japan
Notice of the 64th Ordinary General Meeting of Shareholders
Dear shareholders:
We would like to express our appreciation for your continued support and patronage.
This is to notify you of the 64th Ordinary General Meeting of Shareholders of UNION TOOL CO. (the "Company"), which will be held as described below.
We have taken measures to provide reference document, etc., (except for voting rights exercise form) for this General Meeting of Shareholders in electronic format, and the matters subject to electronic provision measures are posted on our web site shown below.
https://www.uniontool.co.jp/en/ir/library/general_meeting.html The matters are also posted on the web site shown below.
The web site of the Tokyo Stock Exchange: https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
Please access the web site above, search by entering the Company's name or securities code(6278) and select "Basic information" then "Documents for public inspection/PR information" to view the matters.
If you decide to refrain from attending the meeting, you can exercise your voting rights in writing or via the internet.
Please review the attached Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 5:45 p.m. JST on Wednesday, March 26, 2025.
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1. Date and Time: Thursday, March 27, 2025 at 10:00 a.m. JST
2. Place: | The conference room on the 3rd floor of the headquarters of the Company |
6-17-1 Minami-ohi, Shinagawa-ku, Tokyo, Japan |
3. Agenda:
Matters to be reported: 1. Business Report and Consolidated Financial Statements for the 64th Fiscal
Year (January 1, 2024 to December 31, 2024) and the results of audits of the
Consolidated Financial Statements by the Accounting Auditor and the Audit
& Supervisory Board
2. Non-consolidated Financial Statements for the 64th Fiscal Year (January 1, 2024 to December 31, 2024)
Proposals:
Proposal 1: Appropriation of Surplus
Proposal 2: Election of Seven Directors
Proposal 3: Election of One Substitute Audit & Supervisory Board Member
- Any updates to the matters subject to electronic provision measures will be posted on our web site and the web site of the Tokyo Stock Exchange.
- Notice of Resolutions, which used to be sent out after the General Meeting of Shareholders, will be posted on the Company's website. We appreciate your understanding.
- Since the matters subject to electronic provision measures posted on each website are the full text of the materials for the General Meeting of Shareholders, the page numbers and section numbers do not match this notice of convocation.
Significant changes in the operation of the General Meeting of Shareholders made in accordance with future circumstances will be notified on the Company's website.
Our Website Information for Investors and General Meeting of Shareholders (in Japanese) https://www.uniontool.co.jp/ir/stock/general_meeting.html
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Guidance for the Exercise of Voting Rights
Exercise of voting rights by mail
Please return the enclosed voting rights exercise form with your approval or disapproval for each proposal so that it can reach us by the deadline below.
Deadline:
5:45 p.m. JST on Wednesday, March 26, 2025
*Shareholders who have submitted a voting rights exercise form that does not indicate whether they approve or disapprove proposals will be deemed to have approved those proposals.
Exercise of voting rights via the Internet, etc.
Please follow the instruction and enter your vote for or against each proposal by the deadline below. Deadline:
5:45 p.m. JST on Wednesday, March 26, 2025
Scanning the QR code
- Scan the QR code on the voting rights exercise form.
- "QR code" is a registered trademark of DENSO WAVE INCORPORATED.
- Please follow the instruction on the screen and enter your vote for or against each proposal.
Entering the login ID and temporary password
Voting rights exercise website: https://evote.tr.mufg.jp/
- Access the voting rights exercise website.
- Enter the login ID and temporary password written on the voting rights exercise form and click "Log in."
- Please follow the instruction on the screen and enter your vote for or against each proposal.
Help desk to inquire about how to exercise your voting rights via the Internet, etc. with PCs, or smartphones
Help desk at Stock Transfer Agency Department, Mitsubishi UFJ Trust and Banking Corporation
0120-173-027 (toll-free in Japan; open 9:00 a.m. to 9:00 p.m. JST)
Institutional investors may use the electronic voting rights exercise platform operated by ICJ, Inc.
Handling of voting rights exercised more than once
- Please note that if your voting rights are exercised in duplicate by mail and via the Internet, the vote made via the Internet will be treated as the valid vote.
- If you exercise your voting rights more than once via the Internet, the last vote will be treated as valid.
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Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1: Appropriation of Surplus
The Company proposes appropriating the surplus as follows:
Year-end dividend:
Based on the Company's basic policy for distribution of surplus, the year-end dividends for the 64th fiscal year will be paid as specified below.
- Type of dividend property Cash
-
Allocation of dividend property and its total amount
¥60 per share of our common stock (+¥18 compared to the previous period) ¥1,036,489,680 in total - Effective date of the distribution of surplus March 28, 2025
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Proposal 2: Election of Seven Directors
The terms of office of all six Directors will expire at the closing of the General Meeting of Shareholders. Accordingly, the Company proposes electing seven Directors, increasing the number of outside Directors by one to further strengthen the management structure.
The candidates for Director are as follows.
There are no special interests between each candidate and the Company.
No. | Name | Position | |||||||||
1 | Male | Takao Katayama | CEO | ||||||||
Reappointment | |||||||||||
2 | Male | Yuji Watanabe | Director | ||||||||
Reappointment | |||||||||||
3 | Male | Yuichi Nakajima | Director | ||||||||
Reappointment | |||||||||||
4 | Male | Hiroyuki Maki | Executive Officer | ||||||||
New | |||||||||||
Outside | |||||||||||
5 | Male | Director | |||||||||
Reappointment | Hiroki Yamamoto | ||||||||||
Independent | |||||||||||
Outside | |||||||||||
6 | Male | Director | |||||||||
Reappointment | Shozo Wakabayashi | ||||||||||
Independent | |||||||||||
Outside | |||||||||||
7 | Male | _ | |||||||||
New | Takashi Sanse | ||||||||||
Independent | |||||||||||
The Company has entered into contracts for director/officer liability insurance that cover all its Directors to indemnify them against liabilities and claims that may arise in the course of performing their duties. If the candidates take office as Director, they will be covered by the insurance policies, which will be renewed during their term of office.
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No. | Name | Number of | ||||
Career summary, positions and responsibilities at the Company | shares of the | |||||
(Date of birth) | ||||||
Company held | ||||||
February 1979 | Joined the Company | |||||
January 1981 | Managing Director | |||||
February 1988 | General Manager of Overseas Business Department | |||||
responsible for General Affairs Department, | ||||||
Takao Katayama | Accounting Department and Manufacturing | |||||
Department | ||||||
(August 20, 1953) | ||||||
December 1989 | Responsible for Engineering Development | 593,251 | ||||
(71 years old) | ||||||
Department | ||||||
February 1992 | Representative Director and Vice President | |||||
Reappointment | ||||||
November 1995 | Responsible for Corporate Planning Section | |||||
1 | ||||||
May 1996 | President & COO | |||||
February 2014 | CEO (to present) | |||||
[Significant concurrent positions] | ||||||
None | ||||||
[Reason for nomination as candidate for Director] | ||||||
As the first son of the Company's founder, Mr. Takao Katayama has led the Company to enter foreign markets, | ||||||
strengthened the administrative division and spearheaded the development of new products. He now offers | ||||||
suggestions to the entire industry and pays attention primarily to external matters and explore new possibilities | ||||||
of the Company's products. As the candidate can continue to contribute to its growth, the Company proposes | ||||||
electing him as Director. | ||||||
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No. | Name | Number of | ||||
Career summary, positions and responsibilities at the Company | shares of the | |||||
(Date of birth) | ||||||
Company held | ||||||
April 1992 | Joined the Company | |||||
December 2013 | General Manager of Engineering Development | |||||
Department, Engineer Managing Department, | ||||||
Engineering Division | ||||||
March 2016 | General Manager of Engineering Development | |||||
Department, Engineering Division | ||||||
March 2017 | General Manager of Tool Engineering Department, | |||||
Engineering Division | ||||||
Yuji Watanabe | March 2018 | Director of UNION TOOL EUROPE S.A. (to | ||||
present) | ||||||
(January 30, 1968) | ||||||
January 2020 | General Manager of 2nd Tool Engineering | |||||
(57 years old) | 1,800 | |||||
Department, Engineering Division of the Company | ||||||
March 2020 | Executive Officer and Engineering Division | |||||
Reappointment | ||||||
Manager | ||||||
2 | March 2021 | Director and Engineering Division Manager (to | ||||
present) | ||||||
President of U.S. UNION TOOL,INC. (to present) | ||||||
January 2024 | Responsible for Development Department (to | |||||
present) |
[Significant concurrent positions] None
[Reason for nomination as candidate for Director]
Mr. Yuji Watanabe has worked in the engineering development division ever since he joined the Company and worked on the development of production facilities, which is a major strength of the Company.
In the development of coating products, which the Company introduced ahead of the industry, he established our competitive advantage in the industry. Networking in the development work led him to the position of Director of our European subsidiary, through which he deepened his experience of business management.
As the candidate is expected to continue to lead the development of new products and in-house manufacturing facilities and contribute to further enhancement of our brand, the Company proposes electing him as Director.
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No. | Name | Number of | ||||
Career summary, positions and responsibilities at the Company | shares of the | |||||
(Date of birth) | ||||||
Company held | ||||||
April 1985 | Joined the Company | |||||
February 2008 | General Manager of Quality Assurance Department | |||||
December 2014 | Vice General Manager of UNION TOOL | |||||
(SHANGHAI) CO., LTD. | ||||||
May 2015 | General Manager of UNION TOOL (SHANGHAI) | |||||
Yuichi Nakajima | CO., LTD. | |||||
(May 28, 1962) | March 2017 | Executive Officer of the Company | ||||
(62 years old) | January 2020 | Executive Officer and Audit Division Manager | 3,000 | |||
March 2021 | Director and Audit Division Manager | |||||
Reappointment | March 2022 | Director responsible for Quality Assurance | ||||
3 | Department (to present) | |||||
March 2024 | President of DONGGUAN UNION TOOL LTD. | |||||
(to present) | ||||||
[Significant concurrent positions] | ||||||
None | ||||||
[Reason for nomination as candidate for Director] | ||||||
Mr. Yuichi Nakajima has served in charge of the facility development, manufacturing, and quality assurance | ||||||
division. He was then seconded to our subsidiary in Shanghai, where he led the organization as the person in | ||||||
full charge of the local operations. Since his return to Japan, he has been striving to enhance the risk compliance | ||||||
system of the entire Group as Audit Division Manager and is now in charge of quality assurance division. As | ||||||
the candidate is expected to continue to support building global brand for our products, the Company proposes | ||||||
electing him as Director. | ||||||
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No. | Name | Number of | ||||
Career summary, positions and responsibilities at the Company | shares of the | |||||
(Date of birth) | ||||||
Company held | ||||||
April 1986 | Joined the Company | |||||
December 2010 | General Manager of General Administration | |||||
Department of Nagaoka Factory, Manufacturing | ||||||
Division | ||||||
December 2013 | President of UNION TOOL (SHANGHAI) CO., | |||||
LTD. | ||||||
Hiroyuki Maki | December 2014 | General Manager of Quality Assurance Department | ||||
(April 18, 1965) | March 2018 | Executive Officer and General Manager of Quality | ||||
(59 years old) | Assurance Department | 5,900 | ||||
January 2020 | General Manager of UNION TOOL (SHANGHAI) | |||||
CO., LTD | ||||||
New | ||||||
March 2024 | Executive Officer, Manufacturing Division | |||||
4 | Manager, and Chief of Nagaoka Factory (to present) | |||||
President of UNION TOOL (SHANGHAI) CO., | ||||||
LTD. (to present) | ||||||
[Significant concurrent positions] | ||||||
None | ||||||
[Reason for nomination as candidate for Director] | ||||||
Mr. Hiroyuki Maki is well versed in administrative operations and was early to be assigned to manage our | ||||||
subsidiary in Shanghai. From 2020, he was assigned to serve as the person in full charge of the local operations | ||||||
on secondment for four years. Since his return to Japan, he was appointed to the position of Manufacturing | ||||||
Division Manager and has led mass production and labor-saving initiatives. In addition, he has been involved in | ||||||
initiatives for the future, including efforts to deepen interaction with the local community, as the person in full | ||||||
charge of our main Nagaoka Factory. As the candidate can continue to contribute to strengthening the | ||||||
Company's management base, the Company proposes electing him as Director. | ||||||
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No. | Name | Number of | ||||||||
Career summary, positions and responsibilities at the Company | shares of the | |||||||||
(Date of birth) | ||||||||||
Company held | ||||||||||
April 1998 | Registered as an attorney-at-law | |||||||||
Joined Hara Takeshita Law Office (currently Hara | ||||||||||
Hiroki Yamamoto | Godo Law Office) | |||||||||
(March 12, 1968) | April 2009 | Partner (to present) | ||||||||
(57 years old) | February 2012 Outside Audit & Supervisory Board Member of the | |||||||||
Company | 0 | |||||||||
Reappointment | February 2014 Outside Director (to present) | |||||||||
Outside | [Significant concurrent positions] | |||||||||
Independent | Attorney-at-law | |||||||||
Outside Director (Audit & Supervisory Committee Member) of TOYO | ||||||||||
WHARF & WAREHOUSE CO., LTD. | ||||||||||
[Reason for nomination as candidate for Outside Director] | ||||||||||
5 | Mr. Hiroki Yamamoto is well-versed in corporate legal affairs as an attorney-at-law and has deep insights into | |||||||||
business management. As an Outside Director, he will continue to offer detailed instructions and advice on the | ||||||||||
business decision-making process, helping to further strengthen the Company's compliance with laws and | ||||||||||
regulations. The Company, therefore, proposes electing him as Outside Director. He currently serves as Outside | ||||||||||
Director of the Company and will have served in the position for eleven years and one month at the closing of | ||||||||||
the General Meeting of Shareholders. He is a candidate for independent officer as stipulated by the Tokyo Stock | ||||||||||
Exchange. | ||||||||||
[Other matters concerning the Outside Director candidate] | ||||||||||
If Mr. Hiroki Yamamoto is reelected, the Company will renew the agreement, pursuant to Article 427, | ||||||||||
paragraph 1 of the Companies Act, to limit his liability for damages stipulated in Article 423, paragraph 1 of the | ||||||||||
same Act, based on provisions of the Company's Articles of Incorporation. However, his liability for damages | ||||||||||
based on the said agreement will be a predetermined amount that is larger than ¥10 million or the amount | ||||||||||
provided for by Article 425, paragraph 1 of the same Act, whichever is larger. | ||||||||||
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