Notice of 94th Ordinary General Meeting of Shareholders

Transcription

1 The following is an unficial translation the Japanese-language original version, and is provided for your convenience only, without any warranty as to its accuracy or as to the completeness the information. The Japanese original version the notice is the sole ficial version. If there are any discrepancies between the Japanese original version and the English translation, the Japanese original version prevails and the company disclaims all responsibility for and results the discrepancies. June 2, 2015 Stock ticker: 8015 Jun Karube, President Toyota Tsusho 9-8 Meieki 4-chome, Nakamura-ku, Nagoya, Aichi, Japan Notice 94th Ordinary General Meeting Shareholders Dear Shareholders: Thank you very much for your continued support Toyota Tsusho. You are cordially invited to attend the 94th Ordinary General Meeting Shareholders Toyota Tsusho (the "Company") to be in Nagoya on June 23, If you are unable to attend the shareholders' meeting in person, you can exercise your voting rights in writing. To do so, please indicate your vote for or against each the proposals on the enclosed voting card and return it by mail in time for its arrival at the designated address no later than Monday, June 22, 2015, after examining the attached Reference Materials for the General Meeting Shareholders. 1. Date and Time 10 a.m., Tuesday, June 23, Venue Meeting Room, 13th floor Century Toyota Building (Toyota Tsusho Head Office) 9-8 Meieki 4-chome, Nakamura-ku, Nagoya 3. Meeting Agenda Matters to be Reported: (1) The business report and consolidated financial statements for the Company s 94th fiscal year (April 1, 2014 March 31, 2015) and reports from the independent auditors and the Company s Audit & Supervisory Board on the results their audits the consolidated financial statements for the 94th fiscal year (2) Non-consolidated financial statements for the Company s 94th fiscal year (April 1, 2014 March 31, 2015) 1

2 Proposals to be Voted On: Item 1: Appropriation retained earnings Item 2: Partial amendment the Articles Incorporation Item 3: Election sixteen (16) directors Item 4: Election one (1) Audit & Supervisory Board member Item 5: Payment directors bonuses If you attend the meeting in person, please present the enclosed voting card at the reception desk at the venue the meeting. 2. As a shareholder the Company, you may exercise your voting rights by appointing as a proxy another one (1) shareholder the Company who is entitled to vote, and authorizing and causing that proxy to vote on your behalf. In such case, a written power attorney must be submitted to the reception desk. 3. Corrections, if any, to the business report, non-consolidated financial statements, consolidated financial statements, or the Reference Materials for the General Meeting Shareholders will be posted on the Company s website ( 4. The notes to the consolidated financial statements and notes to the non-consolidated financial statements have been posted on the Company s website ( pursuant to applicable laws and ordinances and the Company s Articles Incorporation and are not included in the attached documents to this notice convocation. Accordingly, the attached documents to this notice are part the documents audited by the independent auditor and the Company s Audit & Supervisory Board at the time preparation the audit reports. The consolidated financial statements and non-consolidated financial statements audited by the independent auditor and the Company s Audit & Supervisory Board consist the documents included in the attached documents to this notice convocation and the notes to the consolidated financial statements and notes to the non-consolidated financial statements posted on the above website. 2

3 Reference Materials for the General Meeting Shareholders Item 1: Appropriation retained earnings The Board s recommends a vote for appropriation retained earnings in accordance with the following details. Year-end dividend The Company aims for a dividend payout ratio from 20% to 25% and flexibly pays dividends taking into consideration factors such as change in the business environment and progress with the investment plan. In accordance with this policy, the Company plans to pay a year-end dividend 28 per share. Combined with the interim dividend 28 per share, this will take the total annual dividend to 56 per share, up 6 per share versus the previous fiscal year. 1. Form distribution: cash 2. Per-share and total payment amounts: 28 per share common stock, 9,853,694,284 in total 3. Effective date dividend payment: June 24,

4 Item 2: Partial amendment the Articles Incorporation 1. Reason for the Amendment Under the Act for Partial Revision the Companies Act (Act ), which came into effect on May 1, 2015, the Company may now enter into contracts for limitation liability with directors who are not executive directors, etc. and Audit and Supervisory Board members who are not outside Audit and Supervisory Board members. Accordingly, the Company proposes to partially amend Article 22 Paragraph 2 and Article 30 Paragraph 2 the Articles Incorporation to enable these directors and Audit and Supervisory Board members to fully perform their expected roles. The Company has obtained the consent each Audit and Supervisory Board member concerning the amendment Article 22 Paragraph 2 the Articles Incorporation. 2. Details the Amendment The details the amendment are as follows: (Underlined parts are amended.) Existing Articles Incorporation Section 4 s and the Board s (Exemption s' Liabilities) Article 22 (Text omitted) 2. Pursuant to the provisions Article 427, Paragraph 1 the Companies Act, the Company may enter into contracts with outside directors for limitation liability for damages caused by negligence in performing their duties; provided, however, the maximum amount liability under said agreements shall be the minimum amount stipulated in laws and regulations. Section 5 Audit and Supervisory Committee Members and the Audit and Supervisory Committee (Exemption Audit and Supervisory Committee Members Liabilities) Article 30 (Text omitted) 2. Pursuant to the provisions Article 427, Paragraph 1 the Companies Act, the Company may enter into contracts with outside Audit and Supervisory Board members for limitation liability for damages caused by negligence in performing their duties; provided, however, the maximum amount liability under said agreements shall be the minimum amount stipulated in laws and regulations. Proposed Amendment Section 4 s and the Board s (Exemption s' Liabilities) Article 22 (Unchanged) 2. Pursuant to the provisions Article 427, Paragraph 1 the Companies Act, the Company may enter into contracts with directors (excluding executive directors, etc.) for limitation liability for damages caused by negligence in performing their duties; provided, however, the maximum amount liability under said agreements shall be the minimum amount stipulated in laws and regulations. Section 5 Audit and Supervisory Committee Members and the Audit and Supervisory Committee (Exemption Audit and Supervisory Committee Members Liabilities) Article 30 (Unchanged) 2. Pursuant to the provisions Article 427, Paragraph 1 the Companies Act, the Company may enter into contracts with Audit and Supervisory Board members for limitation liability for damages caused by negligence in performing their duties; provided, however, the maximum amount liability under said agreements shall be the minimum amount stipulated in laws and regulations. 4

5 Item 3: Election sixteen (16) directors The term fice all the Company s sixteen (16) directors is to expire at the close this General Meeting Shareholders. Accordingly, the Company proposes the election sixteen (16) directors. The candidates names are listed below. 1 - April 1974 June 2003 June 2007 May 2010 Joined Toyota Motor Sales Co., Ltd. Managing Officer, Toyota Motor Senior Managing, Toyota Motor Executive Vice President and, Toyota Motor (to date) 10,000 Satoshi Ozawa* (August 5, 1949) Mr. Satoshi Ozawa has experience gained during many years distinguished service as a Management Executive at Toyota Motor. The Company has selected Mr. Ozawa as a candidate for director so that the Company s management may benefit from this wealth experience and broad-based knowledge all aspects management. 2 Jun Karube (July 1, 1953) President April 1976 Joined Toyota Tsusho June 1999 General Manager the Logistics Department, Toyota Tsusho June 2004, Toyota Tsusho April 2006 Executive Officer, Toyota Tsusho June 2008 Managing Executive Officer, Toyota Tsusho June 2011 President, Toyota Tsusho (to date) 41,700 Mr. Jun Karube has management experience gained as President the Company for four years since June The Company has selected Mr. Karube as a candidate for director so that the Company s management may benefit from this wealth experience and broad-based knowledge all aspects management. 5

6 April 1975 March 1998 June 2003 April 2006 Joined Toyota Tsusho General Manager the Non-ferrous Metal Department, Toyota Tsusho, Toyota Tsusho Executive Officer, Toyota Tsusho June 2007 Managing, Toyota Tsusho 3 Mikio Asano (July 29, 1952) Executive Vice President June 2009 June 2011 Senior Managing, Toyota Tsusho Executive Vice President, Toyota Tsusho (to date) Auditor, Elematec Auditor, First Baking Co., Ltd. 75,100 Mr. Mikio Asano promoted strengthening risk management and corporate governance as Chief Division Officer the Administrative Division and has management experience gained as executive vice president the Company. The Company has selected Mr. Asano as a candidate for director so that the Company s management may benefit from this wealth experience and broad-based knowledge all aspects management. 4 Yasuhiko Yokoi (January 26, 1954) Executive Vice President April 1977 Joined Toyota Motor Sales Co., Ltd. January 2001 General Manager the Planning Department, Overseas Planning Division, Toyota Motor June 2006 Managing Officer, Toyota Motor June 2009 Senior Managing, Toyota Tsusho June 2012 Executive Vice President, Toyota Tsusho (to date) Member the Supervisory Board, CFAO S.A. 41,000 Mr. YasuhikoYokoi served with distinction in overseas business operations as a Managing Officer at Toyota Motor and has management experience gained as an Executive Vice President the Company. The Company has selected Mr. Yokoi as a candidate for director so that the Company s management may benefit from this wealth experience and broad-based knowledge all aspects management. 6

7 5 Kuniaki Yamagiwa (April 23, 1954) Executive Vice President April 1977 Joined Toyota Tsusho April 2000 General Manager the Human Resources Department, Toyota Tsusho February 2003 General Manager the Corporate Planning Department, Tomen June 2005, Tomen April 2006 Executive Officer, Toyota Tsusho June 2010 Managing Executive Officer, Toyota Tsusho June 2011 Managing, Toyota Tsusho June 2014 April 2015 Senior Managing, Toyota Tsusho Executive Vice President, Toyota Tsusho (to date) 46,669 Mr. Kuniaki Yamagiwa previously served as Chief Division Officer the Administrative Division and has experience in the promotion strengthening corporate governance, global human resources development, and new business development. He has recently assumed fice as Executive Vice President with wideranging management responsibility. The Company has selected Mr. Yamagiwa as a candidate for director so that the Company s management may benefit from this wealth experience and broad-based knowledge all aspects management. 6 Takumi Shirai (September 17, 1952) Senior Managing Chief Division Officer Metals Division April 1977 March 2001 June 2005 April 2006 June 2010 June 2014 Joined Toyota Tsusho Project General Manager the Tokyo Metals Department, Toyota Tsusho Executive Officer, Toyota Tsusho Managing, Toyota Tsusho Senior Managing, Toyota Tsusho (to date) 20,600 Mr. Takumi Shirai serves as Chief Division Officer the Metals Division and has experience in business promotion gained through activities including the development and expansion high-quality, high-efficiency processing, distribution, and storage functions in Japan and overseas and the development lithium and other underground resources. The Company has selected Mr. Shirai as a candidate for director so that the Company s management may benefit from this wealth experience. 7

8 7 Soichiro Matsudaira (November 3, 1954) Senior Managing Chief Division Officer Chemicals & Electronics Division April 1977 April 2000 June 2005 April 2006 June 2010 June 2012 June 2014 Joined Toyota Tsusho General Manager the Electronics and Multimedia Department, Toyota Tsusho, Toyota Tsusho Executive Officer, Toyota Tsusho Managing Executive Officer, Toyota Tsusho Managing, Toyota Tsusho Senior Managing, Toyota Tsusho (to date) 35,800, Elematec, Tomen Devices (planned) Mr. Soichiro Matsudaira previously served as Chief Division Officer the Consumer Products & Services Division and has experience in the promotion overseas development the living business and value chain construction in the apparel sector. He recently assumed fice as Chief Division Officer the Chemicals & Electronics Division, which he is now managing. The Company has selected Mr. Matsudaira as a candidate for director so that the Company s management may benefit from this wealth experience. 8 Nobuyuki Minowa (December 12, 1953) Senior Managing Chief Division Officer Machinery, Energy & Project Division April 1977 April 2000 June 2007 June 2011 June 2014 Joined Toyota Tsusho Seconded to Toyota Tsusho America, Inc. Executive Officer, Toyota Tsusho Managing Executive Officer, Toyota Tsusho Senior Managing, Toyota Tsusho (to date) 31,700 Mr. Nobuyuki Minowa serves as Chief Division Officer the Machinery, Energy & Project Division and has experience gained in actively promoting renewable energy power generation and other power generation businesses, development gas, coal, and other resources, and infrastructure development in emerging countries. The Company has selected Mr. Minowa as a candidate for director so that the Company s management may benefit from this wealth experience. 8

9 9 Takashi Hattori (January 22, 1955) Senior Managing Chief Division Officer Automotive Division April 1978 March 2001 April 2006 June 2011 June 2012 April 2015 Joined Toyota Tsusho President, Toyota Tsusho Africa Pty. Ltd. Executive Officer, Toyota Tsusho Managing Executive Officer, Toyota Tsusho Managing, Toyota Tsusho Senior Managing, Toyota Tsusho (to date) Member the Supervisory Board, CFAO S.A. 29,800 Mr. Takashi Hattori serves as Chief Division Officer the Automotive Division and has experience in the promotion new market development and sales network expansion, mainly in emerging countries. The Company has selected Mr. Hattori as a candidate for director so that the Company s management may benefit from this wealth experience. 10 Yuichi Oi (August 17, 1954) Senior Managing Chief Division Officer Global Parts & Logistics Division April 1978 March 2001 April 2006 June 2011 June 2013 April 2015 Joined Toyota Tsusho Group Leader, Logistics Department Executive Officer, Toyota Tsusho Managing Executive Officer, Toyota Tsusho Managing, Toyota Tsusho Senior Managing, Toyota Tsusho (to date) 32,650 Mr. Yuichi Oi serves as Chief Division Officer the Global Parts & Logistics Division and has experience in business promotion in areas including the parts assembly business, creation the techno-park business, and development the parts and accessories sales business. The Company has selected Mr. Oi as a candidate for director so that the Company s management may benefit from this wealth experience. 9

10 April 1978 Joined Toyota Tsusho March 2002 President, Toyota Tsusho(Australasia) Pty. Ltd. June 2008 Executive Officer, Toyota Tsusho 11 Yoshiki Miura (May 7, 1955) Senior Managing Chief Division Officer Food & Agribusiness Division, Consumer Products & Services Division April 2012 June 2012 April 2015 Managing Executive Officer, Toyota Tsusho Managing, Toyota Tsusho Senior Managing, Toyota Tsusho (to date) 27,000, First Baking Co., Ltd. Mr. Yoshiki Miura serves as Chief Division Officer the Food & Agribusiness Division and has experience in actively promoting new businesses, including entry into the aquaculture business. He recently assumed fice as Chief Division Officer the Consumer Products & Services Division, and is concurrently managing both divisions. The Company has selected Mr. Miura as a candidate for director so that the Company s management may benefit from this wealth experience. April 1979 Joined Toyota Tsusho 12 Hideki Yanase (October 2, 1956) Managing Chief Division Officer Administrative Division March 2001 June 2009 April 2012 June 2013 Project General Manager the Non-ferrous Metal Department Executive Officer, Toyota Tsusho Managing Executive Officer, Toyota Tsusho Managing, Toyota Tsusho (to date) 46,000 Mr. Hideki Yanase previously served as Chief Division Officer the Chemicals & Electronics Division and has experience in promoting value chain strengthening and expansion in the chemicals and electronics businesses. He recently assumed fice as Chief Division Officer the Administrative Division and is undertaking corporate value enhancement from a companywide perspective. The Company has selected Mr. Yanase as a candidate for director so that the Company s management may benefit from this wealth experience. 10

11 13 - April 1981 Joined Toyota Motor Sales Co., Ltd. April 2013 Managing Officer, Toyota Motor April 2015 Advisor, Toyota Tsusho (to date) 7,000 Toshiro Hidaka* (June 8, 1957) Mr. Toshiro Hidaka served as Managing Officer Toyota Motor and has experience gained in distinguished service in areas including overall management overseas regions and vehicle sales promotion. The Company has selected Mr. Hidaka as a candidate for director so that the Company s management may benefit from this wealth experience. 14 Jiro Takahashi (November 20, 1932) April 1961 May 1974 June 1977 June 1980 June 1989 June 1993 June1995 June 2001 November 2010 June 2014 Joined Meiko Trans Co., Ltd. and Managing Officer the General Affairs Department, Meiko Trans Co., Ltd. Managing, Meiko Trans Co., Ltd. Senior Managing, Meiko Trans Co., Ltd. Vice President, Meiko Trans Co., Ltd. Vice President and Representative, Meiko Trans Co., Ltd. President and Representative, Meiko Trans Co., Ltd. Chairman and Representative, Meiko Trans Co., Ltd. (to date) Chairman, Nagoya Chamber Commerce, Toyota Tsusho (to date) Chairman and Representative, Meiko Trans Co., Ltd. Mr. Jiro Takahashi has been active as a business executive for many years at Meiko Trans Co., Ltd. and also has experience as Chairman the Nagoya Chamber Commerce. The Company has selected Mr. Takahashi as a candidate for director so that the Company s management may benefit from this wealth experience. 11

12 15 Yoriko Kawaguchi (January 14, 1941) April 1965 Joined Ministry International Trade and Industry (now Ministry Economy, Trade and Industry) February 1990, Economic Cooperation Division, Trade Policy Bureau, Ministry International Trade and Industry August 1990 Minister, Embassy Japan in the United States June 1992 Deputy -General, Ministry International Trade and Industry September Managing, Suntory Ltd July 2000 Minister State and General Environment Agency January 2001 Minister the Environment February 2002 Minister Foreign Affairs September Special Advisor to the Prime Minister Japan 2004 October 2005 Member the House Councillors November Visiting Pressor, Meiji Institute for Global 2013 Affairs (to date) June 2014, Toyota Tsusho (to date) June 2015, Japan Petroleum Exploration Co., Ltd. (planned) 200, Japan Petroleum Exploration Co., Ltd. (planned) Ms. Yoriko Kawaguchi has a succession important posts, including Minister the Environment, and Minister Foreign Affairs, and also has experience as a managing director Suntory Ltd. The Company has selected Ms. Kawaguchi as a candidate for director so that the Company s management may benefit from her sophisticated expert knowledge concerning environmental problems, international politics, and economic trends. 12

13 16 Kumi Fujisawa (March 15, 1967) April 1995 Representative, IFIS Co., Ltd. June 2000, SophiaBank Limited April 2005 Visiting Pressor, Graduate School Hosei University (to date) Executive, The Investment Trusts Association, Japan (to date) June 2006 Auditor, Trenders, Inc. July 2006, Symmetry Japan, Inc. (to date) June 2011 Public Governor, Japan Securities Dealers Association (to date) February 2012, for Revitalizing Earthquake-Affected Business (to date) June 2013, The Shizuoka Bank (to date) Auditor, Music Securities, Inc. (to date) August 2013 Representative, Sophia Bank Ltd. (to date) June 2014, Toyota Tsusho (to date), Scinex (to date), The Shizuoka Bank, Scinex Ms. Kumi Fujisawa founded an investment trust rating company, where she served as representative director, and also participated in the establishment SophiaBank Limited, where she currently serves as representative director. She has numerous public posts, including at the Ministry Economy, Trade and Industry and Financial Services Agency. The Company has selected Ms. Fujisawa as a candidate for director so that the Company s management may benefit from this wealth experience and broad-based knowledge all aspects management. Notes: 1. Asterisks (*) indicate non-incumbent candidates. 2. Candidate for director Mr. Jiro Takahashi is serving as Chairman and Representative Meiko Trans Co., Ltd., a business partner the Company. However, the amount transactions with Meiko Trans is less than 1% the Company s net sales, and in view their size and nature, the Company judges that these transactions have no effect on Mr. Takahashi s independence. There are no special interests between the other candidates and the Company. 3. Matters concerning the outside directors are as follows. (1) Mr. Jiro Takahashi, Ms. Yoriko Kawaguchi, and Ms. Kumi Fujisawa are candidates for outside director. The Company has submitted to the Tokyo Stock Exchange and Nagoya Stock Exchange Notification Independent /Auditor documents designating all three candidates as independent directors. (2) The name outside director candidate Ms. Kumi Fujisawa is the name she uses pressionally since it is widely known. Her registered name is Ms. Kumi Tsunoda. (3) Mr. Jiro Takahashi, Ms. Yoriko Kawaguchi, and Ms. Kumi Fujisawa are currently outside directors the Company. Their terms fice as outside directors will be one year at the close this General Meeting Shareholders. 13

14 (4) Outline contracts for limitation liability Pursuant to the provisions Article 427, Paragraph 1 the Companies Act, the Company has entered into contracts with Mr. Jiro Takahashi, Ms. Yoriko Kawaguchi, and Ms. Kumi Fujisawa to limit the liability for damages under Article 423, Paragraph 1 said Act to the amount set forth in Article 425, Paragraph 1 said Act. If the reelection Mr. Jiro Takahashi, Ms. Yoriko Kawaguchi, and Ms. Kumi Fujisawa is approved, the Company plans to continue said contracts. 14

15 Item 4: Election one (1) Audit & Supervisory Board member The term fice full-time Audit & Supervisory Board member Mr. Seiichiro Adachi will expire at the close this General Meeting Shareholders. Accordingly, having obtained the consent the Audit & Supervisory Board, the Company proposes the election one (1) Audit & Supervisory Board member as a substitute. Under the provisions the Company s Articles Incorporation, the term fice an Audit & Supervisory Board member elected as a substitute expires upon the expiration the term fice the predecessor. The candidate s name is listed below. April 1980 March 2002 April 2014 Joined Toyota Tsusho Group Leader, Corporate Planning Department Senior General Manager, Toyota Tsusho (to date) 1-8,000 Yasushi Shiozaki (May 21, 1957) Reasons for Selection as a Candidate for Audit & Supervisory Board Member Mr. Shiozaki served as manager the Affiliate Planning & Administration Department that deliberates investments and lending and manages investees and manager the Accounting Department. He has also been seconded to CFAO S.A. The Company has selected Mr. Shiozaki as a candidate for Audit & Supervisory Board member in order to benefit from appropriate auditing and checking the performance duties by directors based on this wealth experience and broad-based knowledge. Notes: 1. Mr. Shiozaki is a non-incumbent candidate. 2. There are no special interests between the candidate and the Company. Item 5: Payment directors bonuses Based on our earnings for the fiscal year ended March 31, 2015, we intend to pay a total 359,500,000 in bonuses for 13 the 16 directors in fice at the end the fiscal year ended March 31, 2015, excluding the outside directors. 15