Press release
May 28, 2014

Call for the 24th Ordinary General Meeting of Shareholders


(SUMMARY TRANSLATION)
TSE Securities Code: 4565 28 May 2014


2-4 Kojimachi, Chiyoda-ku, Tokyo
Sosei Group Corporation
Board Director and CEO
Shinichi Tamura

To Shareholders:

Call for the 24th Ordinary General Meeting of Shareholders

The Company would like to inform you that the 24th Ordinary General Meeting of Shareholders will be held as follows, and would be grateful if you would attend the meeting.

Those who will not be able to attend the meeting on the day may exercise their voting rights in writing or via Internet. You are kindly requested to consider the appended “Reference Documents for the Ordinary General Meeting of Shareholders” and exercise your voting rights by indicating your approval or disapproval for each of the proposals. To be valid, the vote must reach the Company no later than 6:00 p.m. on Tuesday, 17 June 2014.

Yours Sincerely,


Shinichi Tamura Board Director and CEO


1. Date and Time 10:00 a.m. on Wednesday, 18 June 2014

2. Venue 1-1, Hayabusa-cho, Chiyoda-ku, Tokyo, Japan Grand Arc Hanzomon Hotel, 3 Floor, Hana-No-Ma Hall

3. Meeting Agenda

Items to be reported:

1. Business Report, Consolidated Financial Statements, Independent Auditor’s Report and Audit Committee Report on Consolidated Financial Statements for the 24th fiscal year (from 1 April 2013 to 31 March 2014)

2. Financial Report for the 24th fiscal year (from 1 April 2013 to 31 March 2014)

Items to be resolved:

Resolution 1: Reduction in the Amount of Capital Reserve and the Appropriation of Capital Surplus

Resolution 2: Election of Five (5) Directors

[Should any revision to the Reference Documents for the Ordinary General Meeting of Shareholders, Business Report, Financial Statements or Consolidated Financial Statements be made, the Company will inform you in writing, or via Company’s website (http://www.sosei.com/).]


Reference Documents for the Ordinary General Meeting of Shareholders

Resolution 1: Reduction in Amount of Capital Reserve and Appropriation of Capital Surplus

  1. Purpose of the proposal

      To enable higher financial flexibility and agility, as well as to increase distributable reserve, the Company proposes the reduction in amount of capital reserve and             appropriation of capital surplus.


  2. Reduction in Amount of Capital Reserve

     Pursuant to the provisions of Article 448-1 of the Company Act, the Company will reduce 13,803,978,246 yen from its capital reserve of 21,374,472,154 yen and will transfer    the reduced amount to other capital surplus. The capital reserve balance after the reduction will be 7,570,493,908 yen.


  3. Appropriation of Capital Surplus

     Pursuant to the provisions of Article 452 of the Company Act and set out in the above “2. Reduction in Amount of Capital Reserve”, the amount transferred from the reduction of capital reserve to the other capital surplus (13,803,978,246 yen) will be transferred to retained earnings brought forward to recuperate deficit.
  • Increased items of retained earnings and the increased amount
        Retained earnings brought forward 13,803,978,246 yen 
  • Decreased items of capital surplus and the decreased amount 
        Other capital surplus 13,803,978,246 yen
 
  4. Effective Date of Reduction in Amount of Capital Reserve and Appropriation of Capital Surplus
      18 June 2014
 
 
Resolution 2: Election of Five (5) Directors

The terms of office of all five (5) directors will expire upon the conclusion of the Ordinary General Meeting of Shareholders. In accordance with the decision of the Nomination Committee, the re-election of the following five (5) directors is proposed.
 
 
 
Notes:
1. There are no specific conflict of interests between the candidates and the Company.
2. Mr. Takuya Fujii, Dr. Declan Doogan, Mr. Peter Bains, and Mr. Tomohiro Tohyama are candidates for external directors.
3. Reasons for the election of candidates for external directors and a limited liability agreement:
    (1) The Company proposes the election of the candidates concerned based on the below and hereby confirms their independence:
         1) Regarding Mr. Takuya Fujii, the Company believes that by taking advantage of his extensive business experience and expertise in risk management, the management                           framework of the Company will be further enforced. His term of the office will have been nine years at the end of the Ordinary General Meeting of Shareholders. He    
             was appointed as an independent director on 31 March 2010.
         2) Dr. Declan Doogan has headed the research and development department of the world biggest drug company including experience working in Japan. The Company   
             believes that by taking advantage of his expertise and experience in the pharmaceutical research and development, the Company’s management framework will be  
             further enforced. His term of the office will have been seven years at the end of the Ordinary General Meeting of Shareholders.
         3) Mr. Peter Bains has engaged in building of global marketing strategies mainly in Asia at one of the world’s pre-eminent drug companies, and has played an active part                            as a core member of a project for the merger of large scale leading drug companies. The Company believes that by taking advantage of his knowledge and  
             experience, the business development of the Company will be further enforced. His term of the office will have been four years at the end of the Ordinary General  
             Meeting of Shareholders.
         4) Mr. Tomohiro Tohyama has had no direct operational management experience of a company, but the Company believes that by taking advantage of his knowledge 
             and experience of engaging in international legal affairs, and as a partner of one of the leading law firms in Japan, the management and governance framework will be
             further enforced. His term of the office will have been three years at the end of the Ordinary General Meeting of Shareholders.

     (2) Liability limitation agreement with external directors:
          1) Pursuant to the provisions of Article 427-1 of the Company Act, the Company executed a liability limitation agreement set forth in Article 423-1 of the Company Act      
              with each of Messrs. Takuya Fujii, Declan Doogan, Peter Bains and Tomohiro Tohyama. The maximum liability based on the mentioned agreement is the total
              minimum liability set forth in Article 425-1 of the Company Act.
          2) If the agenda is approved at the General Meeting of Shareholders, the Company will execute the same liability limitation agreement as referred to in preceding item 1)
              with each of Messrs. Takuya Fujii, Declan Doogan, Peter Bains and Tomohiro Tohyama.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

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