タカミヤ(2445) – [Delayed] Notice regarding transition to a Company with Audit and Supervisory Committee and Change of directors

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開示日時:2022/04/28 17:00:00

損益

決算期 売上高 営業益 経常益 EPS
2018.03 3,611,482 169,099 183,043 28.38
2019.03 4,218,213 271,389 279,575 37.06
2020.03 4,606,550 370,317 377,312 51.28
2021.03 3,881,209 158,646 159,104 17.89

※金額の単位は[万円]

株価

前日終値 50日平均 200日平均 実績PER 予想PER
370.0 390.98 455.6 49.62

※金額の単位は[円]

キャッシュフロー

決算期 フリーCF 営業CF
2018.03 29,419 171,434
2019.03 221,495 365,353
2020.03 -53,048 377,194
2021.03 363,812 503,542

※金額の単位は[万円]

▼テキスト箇所の抽出

Notice: This document is an excerpt translation of the original Japanese document and is only for reference purposes. In the event of any discrepancy between this translated document and the original Japanese document, the latter shall prevail. Press release on April 22, 2022 Takamiya Co., Ltd. Representative Director, President and Chairman: Mr. Kazumasa Takamiya Listed on: Tokyo Stock Exchange Prime Market Stock code: 2445 Notice regarding transition to a Company with Audit and Supervisory Committee and Change of directors We are pleased to announce that at Directors Meeting held today, we have decided to move from the current company with a board of company auditors to a company with audit and supervisory committee, subject to approval at the 54th Ordinary General Meeting of Shareholders scheduled to be held on June 23, 2022. In addition, we have announced the change of directors after the transition to a Company with Audit and Supervisory Committee, as follows. 1. Transition to a company with audit and supervisory committee (1) The purpose of the transition We have positioned the enhancement and strengthening of corporate governance as an important management issue and have been making continuous efforts. The audit and supervisory committee, which is composed of a majority of members from outside directors, is responsible for auditing and supervising the legality and adequacy of business execution, thereby strengthening the supervisory function of the Board of Directors and realizing highly transparent management. We will shift to a Company with Audit and Supervisory Committee with the aim of building a system that can better meet the expectations of domestic and overseas stakeholders. (2) Timing of transition At the 54th Ordinary General Meeting of Shareholders scheduled to be held on June 23, 2022, we will approve the amendments to the Articles of Incorporation necessary for the transition, and we plan to transition to a Company with Audit and Supervisory Committee. (3) Others We will inform you of the contents and other details of the amendment to the Articles of Incorporation as soon as it is decided. The candidates for directors (excluding directors who are audit and supervisory committee members) and director candidates who are audit and supervisory committee members due to the transition to a Company with Audit and Supervisory Committee are as follows. 1 2. Appointment of Directors after the transition to a Company with Audit and Supervisory Committee (1) Candidate for directors (Excluding directors who are audit and supervisory committee members) (Scheduled to be submitted to the 54th Ordinary General Meeting of Shareholders scheduled to be held on June 23, 2022) Position Name Name Division of duties, Commissioned to a post Representative Director, President and Chairman Representative Director and Executive Vice President Director and Senior Managing Executive Officer Kazumasa Takamiya Akiyoshi Takamiya Tsutomu Abe Division General Manager of Takamiya Lab. Division Director and Managing Executive Officer Hideki Yasuda Director and Executive Officer Yuki Mukaiyama Director and Executive Officer Tomoya Tatsumi Director and Executive Officer (New) Outside Director Outside Director Kazunori Kawakami Kouji Shimokawa Noboru Furuichi Division General Manager of Corporate Strategy Division, Deputy Division General Manager of Takamiya Lab. Division, Supervise of Logistics Department Preparation office Division General Manager of Product Development Division, Deputy Division General Manager of Takamiya Lab. Division, Supervisor of Global Procurement Division Division General Manager of Business Management Division, Deputy Division General Manager of Takamiya Lab. Division Division General Manager of Sales & Marketing Division, Deputy Division General Manager of Takamiya Lab. Division Tax accountant (2) Candidates for Directors who is an audit and supervisory committee member (Scheduled to be submitted to the 54th Ordinary General Meeting of Shareholders scheduled to be held on June 23, 2022) Director (Audit and supervisory committee member) Outside Director (Audit and supervisory committee member) Outside Director (Audit and supervisory committee member) Outside Director (New) (Audit and supervisory committee member) Yasushi Shimizu Yoshihiro Sakatani Certified Public Accountant Teiji Joko Lawyer Sachie Kato Lawyer 2 Holding status of our shares (3) Names and biographies of new Directors candidates Name (Birthday) Biographies April 1990 Joined our company April 2005 Tokyo Branch General Manager June 2005 Executive Officer, Tokyo Branch General Manager February 2010 Executive Officer, General Manager of April 2016 Senior Executive Officer, Deputy Construction Department Kazunori Kawakami (June 6, 1967) General Manager of Sales & Marketing Division, General Manager of Construction Department 70,620 shares April 2022 Senior Executive Officer, Division General Manager of Sales & Marketing Division, Deputy Division General Manager of Takamiya Lab. Division, Regional Manager of Sales & Marketing Division, General Manager of Scaffolding Construction Department, Tokyo Branch General Manager (Reason for appointment) This is because Kazunori Kawakami has held the above-mentioned important positions, has abundant experience and high knowledge in the sales department, and has determined that he has sufficient qualities for the realization of the Company’s Medium-Term Management Plan. 3 Holding status of our shares Name (Birthday) Biographies April 1969 Joined Supreme Court’s Judicial Research and Training Institute April 1971 Public prosecutor (Tokyo District Public Prosecutor’s Office, Fukushima District Public Prosecutor’s Office) May 1974 Registered with the Osaka Bar Association March 1983 Joined Chuo Sogo Law Office (Professional Corporation, Chuo Sogo Law Office) June 2015 YAMAZEN CORPORATION Outside Corporate Auditor June 2015 HISAKA WORKS, LTD. Outside Director Outside Director June 2016 YAMAZEN CORPORATION Outside Director (Audit and supervisory committee member) April 2017 DyDo GROUP HOLDINGS, INC. Outside Corporate Auditor (Incumbent) Sachie Kato (November 11, 1946) April 2014 DyDo DRINCO, INC. 0 shares (Reason for appointment) This is because Sachie Kato has a wealth of experience and deep insight in the legal profession and is highly knowledgeable in corporate management and corporate compliance, including participation in the management of three listed companies. We also believe that Sachie Kato will contribute to the promotion of diversity as our first female director. The appointment of Kawakami and Kato will be officially decided at the 54th Ordinary General Meeting of Shareholders of the Company scheduled to be held on June 23, 2022. 4

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