Notice of the Convocation of the Ordinary General Meeting of Shareholders for the 101St Business Term
Total Page:16
File Type:pdf, Size:1020Kb
1. This document is a translation of the official Japanese Notice of the Convocation of the Ordinary General Meeting st of Shareholders for the 101 Business Term. 2. This translation is provided only as a reference to assist shareholders in their voting and does not constitute an official document. 3. In the event of any discrepancies between this translated document and the Japanese original, the original shall prevail. (Securities code: 7915) March 3, 2020 To All Shareholders 3 Mibu Hanai-cho, Nakagyo-ku, Kyoto, Japan Nissha Co., Ltd. Junya Suzuki, Chairman of the Board, President and CEO Notice of the Convocation of the Ordinary General Meeting of Shareholders for the 101st Business Term We hereby notify that the Ordinary General Meeting of Shareholders for the 101st Business Term of Nissha Co., Ltd. (the “Company”) shall be held as described below and request your attendance. If you are unable to attend on the day, you may exercise your voting rights in writing or by an electromagnetic method (via the Internet, etc.). You are requested to exercise your voting rights by 6 p.m. on March 23, 2020 (Mon.) after examining the “Reference Materials for the General Meeting of Shareholders” (pages 3 through 14). Ordinary General Meeting of Shareholders 1. Date and time: March 24, 2020 (Tues.), 10:00 a.m. (Reception for the meeting will start at 9:00 a.m.) 2. Venue: Company auditorium, 3 Mibu Hanai-cho, Nakagyo-ku, Kyoto, Japan (Please refer to the “Guide to the Venue for the General Meeting of Shareholders” of the Japanese original.) 3. Agenda: Matters to be reported 1. Report on the Business Report, Consolidated Financial Statements for the 101st business term (from January 1, 2019 through December 31, 2019) and the Audit Results of the Accounting Auditor and the Audit and Supervisory Board 2. Report on the Non-consolidated Financial Statements for the 101st business term (from January 1, 2019 through December 31, 2019) Proposals to be resolved Proposal 1: Election of Nine (9) Directors of the Board Proposal 2: Election of Two (2) Audit and Supervisory Board Members 1 Guide to the Exercise of Voting Rights Voting rights at a general meeting of shareholders are important rights of shareholders to participate in management of the Company. You are kindly requested to exercise your voting rights referring to the guide below. Attending 1 Attendance at the General Meeting of Shareholders the You are kindly requested to submit the enclosed Voting Rights Exercise Form to the meeting reception desk at the meeting site. Date and time: March 24, 2020 (Tues.), 10:00 a.m. (Reception for the meeting will start at 9:00 a.m.) Not 2 Exercise of voting rights in writing attending Please indicate your approval or disapproval of the proposals on the enclosed Voting Rights the Exercise Form and send the form back to the Company. meeting Deadline: to be received by March 23, 2020 (Mon.), 6:00 p.m. 3 Exercise of voting rights via the Internet You are kindly requested to either scan the QR Code printed on the enclosed Voting Rights Exercise Form or access the voting right exercise website (https://soukai.mizuho-tb.co.jp/), and enter your approval or disapproval of the proposals in accordance with the instructions on the screen. Deadline: accepted up to March 23, 2020 (Mon.), 6:00 p.m. Handling of duplicate voting ⚫ If you exercise your voting rights in duplicate in writing and via the Internet: → The voting rights exercised via the Internet shall be deemed valid. ⚫ If you exercise your voting rights multiple times via the Internet: → The last vote shall be deemed valid. 1. The following items are disclosed on our website in accordance with laws and regulations, and Article 16 of the Articles of Incorporation of the Company. Therefore, they are not included in the Attachments to this Notice of Convocation. (1) Consolidated Statement of Changes in Net Assets; Notes to Consolidated Financial Statements (2) Non-consolidated Statement of Changes in Net Assets; Notes to Non-consolidated Financial Statements Please note that the Consolidated and Non-consolidated Financial Statements audited by the Audit and Supervisory Board Members and the Accounting Auditor comprise the documents included in this Notice of Convocation and the aforementioned items disclosed on our website. 2. Any corrections to the Reference Materials for the General Meeting of Shareholders, the Business Report, Consolidated and Non-consolidated Financial Statements will be posted on the Company’s website. NISSHA’s website: https://www.nissha.com/english/ 2 Reference Materials for the General Meeting of Shareholders Proposals and Reference Matters Proposal 1: Election of Nine (9) Directors of the Board The term of office of all nine (9) Directors of the Board shall expire at the close of this Ordinary General Meeting of Shareholders. Therefore, the Company proposes the election of nine (9) Directors of the Board, including four (4) Independent Outside Directors of the Board. Candidates for the position of Directors of the Board were determined based on a report of the Nomination and Remuneration Committee (page 24 of the Japanese original) chaired by an Independent Outside Director of the Board in accordance with the standards for selecting candidates for the position of Directors of the Board. The candidates for the position of Independent Outside Directors of the Board satisfy the “Standards for Independence of Independent Officers” (page 15). The candidates for the position of Director of the Board are as follows: Period Attendance No Current positions and responsibilities at the Served as a at meetings Name . Company Director of of the Board the Board of Directors Chairman of the Board, President and CEO Junya Chairman of Sustainability Committee 20 years and 100% 1 Reappointment Suzuki General Manager of Industrial Materials 9 months (20 out of 20) Business Unit Director of the Board Senior Executive Vice President Takao 14 years and 100% 2 Reappointment Chief Technology Officer Hashimoto 9 months (20 out of 20) Senior Director of Product and Business Development Office Director of the Board Hayato 7 years and 100% 3 Reappointment Senior Executive Vice President Nishihara 9 months (20 out of 20) Chief Financial Officer Director of the Board Executive Vice President General Manager of Devices Business Unit Daisuke 100% 4 Reappointment Chief Human Resources Officer 2 years Inoue (20 out of 20) Senior Director of Human Resources, General Affairs and Legal Affairs Director of Tokyo Division Headquarters Director of the Board Executive Vice President Chief Strategy Officer Wataru 100% 5 Reappointment Senior Director of Sustainability 2 years Watanabe (20 out of 20) Senior Director of Investor Relations Director of Corporate Strategy Planning Director of New Business Development Reappointment Kazuhito Independent 3 years and 100% 6 Candidate for Independent Director of the Board Osugi Officer 9 months (20 out of 20) Outside Director of the Board Reappointment Makoto Independent 100% 7 Candidate for Independent Director of the Board 2 years Ando Officer (20 out of 20) Outside Director of the Board Reappointment Asli M. Independent 100% 8 Candidate for Independent Director of the Board 1 year Colpan Officer (16 out of 16) Outside Director of the Board Reappointment Kazumichi Independent 93.8% 9 Candidate for Independent Director of the Board 1 year Matsuki Officer (15 out of 16) Outside Director of the Board Note: Attendance at meetings of the Board of Directors of Ms. Asli M. Colpan and Mr. Kazumichi Matsuki covers meetings of the Board of Directors held after they assumed office as Directors of the Board of the Company. 3 Candidate Name Number of Career summary, positions and responsibilities number (Date of birth) shares held April 1990 Entered The Dai-ichi Kangyo Bank, Limited (currently, Mizuho Financial Group, Inc.), Ginza Branch Office April 1993 Industrial Research Office, Corporation Planning Division March 1995 Acquired credits from the Doctoral Program, Graduate School of Business and Commerce, Keio University Junya Suzuki March 1996 Los Angeles Branch Office, (December 8, 1964) The Dai-ichi Kangyo Bank, Limited Reappointment March 1998 Entered the Company (Period served as a June 1999 Director of the Board Director of the Board) 20 years and 9 months June 2001 Executive Director of the Board 1 as of the close of the 618,711 shares April 2003 Executive Director of the Board, General meeting Manager of International Sales, Industrial Materials and Input Devices Business Unit (Attendance at meetings of the Board June 2003 Senior Executive Director of the Board of Directors in FY2019.12) July 2005 Director of the Board, Corporate Vice President 20 out of 20 (100%) April 2006 Director of the Board, Corporate Vice President General Manager of Corporate Strategy June 2007 Chairman of the Board, President and CEO (present post) January 2019 General Manager of Industrial Materials Business Unit (concurrent post) (present post) 【Responsibilities】Chief Executive Officer, Chairman of Sustainability Committee, General Manager of Industrial Materials Business Unit (Significant positions concurrently held) Chairman, Nissha USA, Inc. / Chairman, Nissha Europe GmbH / Chairman, AR Metallizing N.V. / President and CEO, Representative Director, Suzuki Kosan Co., Ltd. / Representative Director, Nissha Foundation for Printing Culture and Technology (Reasons for selecting the candidate for a Director of the Board) Mr. Junya Suzuki has duly performed his duties as Chairman of the Board, President and CEO, such as decision-making on important managerial issues and the supervision of the execution of operations. He has also committed to management from medium- to long-term perspectives and has shown strong leadership and decisiveness toward the realization of the Nissha Group’s Mission since he assumed office as Chairman of the Board, President and CEO in 2007. We ask for his election so that he may continuously serve as a Director of the Board, since we judge that he is an appropriate talented person who will continue to carry out sound growth strategies for the Company and supervise the execution of operations.