Notice of the 92Nd Ordinary General Meeting of Shareholders Asahi
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TRANSLATION FOR REFERENCE PURPOSES ONLY This is a translation of the Notice of Ordinary General Meeting of Shareholders dated March 8, 2017, and is prepared for reference purposes only. In the event of any discrepancy between the original Japanese and this translation, the Japanese text shall prevail. Notice of the 92nd Ordinary General Meeting of Shareholders (Held on March 30, 2017) Asahi Glass Company, Limited (Security Code: 5201) 1 Contents Notice of the 92nd Ordinary General Meeting of Shareholders・・・・・・・・・・・・4 Attachment to the Notice of the 92nd Ordinary General Meeting of Shareholders: Business Report・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・6 1. Current Status of the AGC Group・・・・・・・・・・・・・・・・・・・・・・・ 6 2. Matters concerning the Company Shares・・・・・・・・・・・・・・・・・・・・19 3. Matters concerning Stock Acquisition Rights of the Company・・・・・・・・・・20 4. Matters concerning the Company Officers・・・・・・・・・・・・・・・・・・・・24 5. Matters concerning Accounting Auditors・・・・・・・・・・・・・・・・・・・33 6. Corporate Policy over Internal Control and Operations of Internal Control・・・・・・・34 Consolidated Financial Statements・・・・・・・・・・・・・・・・・・・・・・・・41 Consolidated Statements of Financial Position ・・・・・・・・・・・・・・・・・・・41 Consolidated Statements of Profit or Loss・・・・・・・・・・・・・・・・・・・・・42 Consolidated Statements of Changes in Equity・・・・・・・・・・・・・・・・・・・43 Notes to the Consolidated Financial Statements・・・・・・・・・・・・・・・・・・・45 Accounting Auditors’ Report on Consolidated Financial Statements・・・・・・・・・・55 Non-Consolidated Financial Statements・・・・・・・・・・・・・・・・・・・・・・57 Balance Sheets・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・57 Statements of Income・・・・・・・・・・・・・・・・・・・・・・・・・・・・・59 Statements of Changes in Net Assets・・・・・・・・・・・・・・・・・・・・・・・60 Notes to the Non-Consolidated Financial Statements・・・・・・・・・・・・・・・・・62 Accounting Auditors’ Report on Non-Consolidated Financial Statements・・・・・・・・67 Board of Corporate Auditors’ Report・・・・・・・・・・・・・・・・・・・・・・・69 Reference(Overview of Consolidated Statements of Cash Flows)・・・・・・・・・・・・71 2 Reference Documents for the General Meeting of Shareholders: Agenda Items and Reference Items Item No. 1: Appropriation of retained earnings・・・・・・・・・・・・・・・・・72 Item No. 2: Share Consolidation・・・・・・・・・・・・・・・・・・・・・・・・73 Item No. 3: Election of Seven Directors ・・・・・・・・・・・・・・・・・・・・74 Item No. 4: Election of a Corporate Auditor・・・・・・・・・・・・・・・・・・ 80 Exercise of Voting Rights through the Internet: Guidance・・・・・・・・・・・・・・81 3 March 8, 2017 Takuya Shimamura Representative Director, Asahi Glass Co., Ltd. 1-5-1, Marunouchi, Chiyoda-ku, Tokyo Notice of the 92nd Ordinary General Meeting of Shareholders To Our Shareholders; It is our pleasure to invite you to the 92nd Ordinary General Meeting of Shareholders of Asahi Glass Co., Ltd. (hereinafter the “Company”) to be held as described below. If you are unable to attend the meeting in person, you may exercise your voting rights by using either of the following methods. Please review the attached Reference Documents for the General Meeting of Shareholders first and then exercise your voting rights. Exercise of Voting Rights through Postal Mail Please return the enclosed ballot form indicating your approval or disapproval of the proposals so that it is received no later than 5:00 p.m. on Wednesday, March 29, 2017. Exercise of Voting Rights through the Internet Please exercise your voting rights via the Internet no later than 5:00 p.m. on Wednesday, March 29, 2017 following the “Exercise of Voting Rights through the Internet: Guidance” described on pages 81-82 of this notice. Meeting Details 1. Date and time: 10:00 a.m. on Thursday, March 30, 2017 2. Place: Aoi, 2nd Floor, Palace Hotel Tokyo 1-1-1, Marunouchi, Chiyoda-ku, Tokyo 4 3. Agenda: Items to be Reported: (1) The Business Report and the Consolidated Financial Statements for the 92nd Fiscal Year (from January 1 to December 31, 2016), and audit reports with respect to the consolidated financial statements by the Company’s Accounting Auditors and the Board of Corporate Auditors (2) The Non-Consolidated Financial Statements for the 92nd Fiscal Year (from January 1 to December 31, 2016) Items to be Resolved: Item No. 1: Appropriation of retained earnings Item No. 2: Share Consolidation Item No. 3: Election of Seven Directors Item No. 4: Election of a Corporate Auditor 4. Exercise of Voting Rights If you exercise your voting rights by both postal mail and Internet, the Internet vote shall be considered the valid vote. In the event that you cast your vote on the same agenda more than once using the Internet, the last vote cast shall be considered the valid vote. ・If you attend the meeting in person, please submit the enclosed ballot form to the receptionist. ・If any corrections to the Reference Documents for the General Meeting of Shareholders, Business Report, Consolidated Financial Statements or Financial Statements are made, such corrections shall be posted on the Internet at the Company’s website (http://www.agc.com/english/ir/index.html). 5 (Attachment to the Notice of the 92nd Ordinary General Meeting of Shareholders) Business Report (from January 1 to December 31, 2016) 1. Current Status of the AGC Group (1) Business summary and results During the fiscal year under review, the global economic environment surrounding the AGC Group (the Company and its consolidated subsidiaries) remained on a gradual recovery track on the whole. In Japan, the economy showed a gradual upward trend thanks to factors such as the economic measures taken by the government although some sections were lagging behind the recovery trend. The European economy continued to make a gradual recovery and the United States continued its economic recovery along with increased consumer spending and other factors. The economy was picking up in China and other emerging countries. Under such a business environment, the AGC Group posted net sales of 1,282.6 billion yen for the period under review, down 43.7 billion yen, or a 3.3 % decrease from the previous fiscal year, due to such reasons as the strong yen. Operating profit increased by 25.1 billion yen, or 35.3 % to 96.3 billion yen from the previous fiscal year, owing to positive factors including increased shipments of automotive glass and chemical products, the price hike of architectural glass and the cost decrease mainly from the decline of raw materials and fuel prices. Profit before tax was 67.6 billion yen, down 17.0 billion yen, or a 20.1% decrease from the previous fiscal year mainly due to the impact that the income from revision of the defined benefit corporate pension plan posted in the previous fiscal year have not been recognized. Profit for the fiscal year under review attributable to owners of the parent was 47.4 billion yen, up 4.5 billion yen or a 10.6% increase from the previous fiscal year primarily because of a decrease in income tax expenses. (Consolidated business results for the fiscal year under review) Net sales: 1,282.6 billion yen (down 3.3% from the previous year) Operating profit: 96.3 billion yen (up 35.3% from the previous year) Profit before tax: 67.6 billion yen (down 20.1% from the previous year) Profit for the year attributable 47.4 billion yen (up 10.6% from the previous year) to owners of the parent: 6 An overview by segment for the fiscal year under review is as follows. Glass Shipments of architectural glass remained robust in Europe and North America and stayed at the same level as the previous fiscal year in Japan and other Asian countries. Sales of architectural glass decreased from the previous fiscal year, mainly affected by the strong yen, although selling prices increased mainly in Europe and North America. In the automotive glass business, shipments increased owing to increased auto production in Europe, China and North America. Consequently, AGC Group’s sales increased from the previous fiscal year. As a result, net sales from the Glass Operations for the fiscal year were 680.0 billion yen, down 12.9 billion yen or a 1.9% decrease from the previous fiscal year. Operating profit was 31.8 billion yen, up18.8 billion yen or a 143.9% increase from the previous fiscal year, mainly due to the strong shipments of automotive glass, the increased selling prices of architectural glass, and the decline of raw materials and fuel prices. Electronics Regarding LCD glass substrates, the selling prices decreased but shipments increased from the previous fiscal year. Shipments of specialty glass for display applications decreased in the field of electronic device applications from the previous fiscal year while the shipments of cover glass for car-mounted displays increased. Shipments of glass for solar power systems decreased from the previous fiscal year. Regarding electronics materials, shipments of optoelectronics materials decreased from the previous fiscal year despite a recovery in the second half of the fiscal year. As a result, net sales from the Electronics Operations for the fiscal year were 258.1 billion yen, down 30.4 billion yen or a 10.5 % decrease from the previous fiscal year, and operating profit was 25.0 billion yen, down 4.1 billion yen or a 14.0 % decrease from the previous fiscal year. Chemicals Sales of chlor-alkali products and urethane materials increased from the previous fiscal year as shipments in Southeast Asia were strong and new facilities in Indonesia started operation. In the categories of fluorine products and specialty products, sales decreased from the previous fiscal year mainly because shipments of some products decreased and the Japanese yen strengthened As a result, net sales from the Chemicals Operations for the fiscal year were 316.6 billion yen, down1.9 billion yen or a 0.6 % decrease from the previous fiscal year. Operating profit was 40.0 billion yen, up 9.5 billion yen or a 31.0 % increase from the previous fiscal year, mainly thanks to the increase in the sales volume and the decline of raw materials and fuel prices. Net sales of ceramics products and others were 70.8 billion yen, up 2.6 billion yen 7 or a 3.9 % increase from the previous fiscal year, and operating loss was 0.2 billion yen, a 1.3 billion yen decrease from the previous fiscal year.