JUSTSYSTEMS CORPORATION Notice of the 42nd Annual General Meeting of Shareholders
JUSTSYSTEMS CORPORATION
To our shareholders
I am delighted to present this convocation notice of the 42nd Annual General Meeting of Shareholders of JUSTSYSTEMS CORPORATION which will be held on June 27, 2023.
At JUSTSYSTEMS, each employee believes that maintaining a "continual awareness of change" without going by the book or clinging to fixed ideas leads to sustained growth.
Thinking through, making changes and creating - by embodying these actions, we will achieve even higher corporate value.
The value JUSTSYSTEMS provides to society comes of course from good products and services. That will never change.
As we verify the scale and positioning of those products and services, our attention extends not just across Japan but out to the world, as part of our hope to create a better future for people around the world.
Within a fluctuating IT industry, we will stay agile in recognizing the latest trends and proactively adopt new technologies while providing society with new value moving forward.
Kyotaro Sekinada
President & CEO
- 1 -
Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.
Securities Code: 4686 June 9, 2023 (Start date of measures for providing informational materials in electronic format: June 5, 2023)
To our shareholders:
Kyotaro Sekinada
President & CEO
JUSTSYSTEMS CORPORATION
Hiraishiwakamatsu 108-4 Kawauchi- cho, Tokushima
Notice of the 42nd Annual General Meeting of Shareholders
You are hereby notified that the 42nd Annual General Meeting of Shareholders of JUSTSYSTEMS CORPORATION (the "Company") will be held as indicated below.
In convening this General Meeting of Shareholders, the Company has taken measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. (items subject to measures for providing informational materials in electronic format) in electronic format, and has posted them to the following website on the Internet.
The Company's website: https://www.justsystems.com/jp/ir/ (in Japanese)
Also, aside from the above, it is also posted on the Tokyo Stock Exchange website. TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
(Note) Access the TSE website by using the internet address shown above, enter the issue name (company name) or securities code, and click "Search" button. Then, click "Basic information" button, select "Documents for public inspection/PR information" tab, and click "Click here for access" button under "[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting]."
Shareholders can exercise their voting rights via the internet or in writing (by mail) in lieu of attending the meeting in person. Please review the Reference Documents for General Meeting of Shareholders and exercise your voting rights by 6:00 p.m. on Monday, June 26, 2023 (JST).
- 2 -
1. | Date and Time | Tuesday, June 27, 2023, at 10:00 a.m. (JST) | |
2. | Venue | JUSTSYSTEMS Tokushima Head Office | |
Hiraishiwakamatsu 108-4Kawauchi-cho, Tokushima | |||
3. | Purpose of the Meeting | Matters to be reported: | |
1. The Business Report and Consolidated Financial Statements for the | |||
42nd fiscal year (from April 1, 2022 to March 31, 2023), as well as | |||
the results of audit of the Consolidated Financial Statements by the | |||
Financial Auditor and the Audit and Supervisory Committee | |||
2. Non-consolidated Financial Statements for the 42nd fiscal year | |||
(from April 1, 2022 to March 31, 2023) | |||
Matters to be resolved: | |||
Proposal No. 1 | Appropriation of Surplus | ||
Proposal No. 2 | Election of Five Directors Who Are Not Audit and | ||
Supervisory Committee Members | |||
Proposal No. 3 | Election of Three Directors Who Are Audit and | ||
Supervisory Committee Members | |||
Proposal No. 4 | Election of One Substitute Director Who Is an | ||
Audit and Supervisory Committee Member | |||
Among the items subject to measures for providing informational materials in electronic format, the Notes to the Consolidated Financial Statements and the Notes to the Non-consolidated Financial Statements are not, in accordance with laws and regulations and Article 15 of the Articles of Incorporation of the Company, provided in the paper-based documents to be delivered to shareholders who requested the delivery of paper-based documents. These are a part of the documents audited by Audit and Supervisory Committee and the Financial Auditor when preparing the audit reports.
In the event of any modifications to the items subject to measures for providing informational materials in electronic format, to that effect, the un-revised as well as the revised items will be posted to the respective websites where it is posted.
- 3 -
Reference Documents for the General Meeting of Shareholders
Proposal No. 1: Appropriation of Surplus
The Company maintains a basic policy of striving to pay stable dividends on a continual basis, while securing internal reserves for strengthening the management structure and future business expansion.
Year-end dividends
The Company has given consideration to matters including the business performance of the fiscal year and future business environment, and it proposes to pay year-end dividends for the fiscal year as follows:
- Type of dividend property Cash
-
Allotment of dividend property and their aggregate amount ¥10 per common share of the Company
Total dividends: ¥642,239,180
As the Company has already paid an interim dividend of ¥8 per share, the annual dividend will be ¥18 per share. - Effective date of dividends of surplus June 28, 2023
- 4 -
Proposal No. 2: Election of Five Directors Who Are Not Audit and Supervisory Committee Members
At the conclusion of this meeting, the terms of office of all five Directors who are not Audit and Supervisory Committee Members will expire. Therefore, the Company proposes the election of five Directors who are not Audit and Supervisory Committee Members.
As a result of the Audit and Supervisory Committee's deliberations, there were no particular findings regarding this proposal.
The candidates for Director who are not Audit and Supervisory Committee Members are as follows:
Candidate | Name | Career summary, position and responsibility in the Company, | Number of the | |
Company's | ||||
No. | (Date of birth) | and significant concurrent positions outside the Company | ||
shares owned | ||||
Apr. 2000 | Joined Keyence Corporation | |||
June 2009 | Director of the Company | |||
1 | Kyotaro Sekinada | Oct. 2010 | Director and Executive Director of Business | 5,000 |
Planning Department | ||||
(December 29, 1977) | ||||
July 2012 | Director and Division Director of Corporate | |||
Planning Division | ||||
Mar. 2016 | President & CEO (current position) | |||
Oct. 2006 | Joined the Company | |||
Apr. 2012 | Division Director of Consumer Business | |||
2 | Masayuki Tajiki | Division | 1,000 | |
Oct. 2018 | Division Director of Solution Strategy | |||
(October 15, 1969) | ||||
Division | ||||
June 2020 | Director and Division Director of Solution | |||
Strategy Division (current position) | ||||
Apr. 1998 | Joined Keyence Corporation | |||
3 | Masayuki Miki | June 2009 | Director of the Company (current position) | 5,000 |
(April 3, 1975) | Mar. 2016 | Director and Chief Development Officer | ||
June 2018 | Director of Keyence Corporation | |||
Oct. 1987 | Joined Chuo Audit Corporation | |||
Mar. 1991 | Registered as a certified public accountant | |||
Manabu Kurihara | July 2001 | Partner of ChuoAoyama Audit Corporation | ||
4 | Aug. 2007 | Partner of Ernst & Young ShinNihon | - | |
(April 19, 1956) | Sept. 2017 | Chief Representative of Kurihara Certified | ||
Public Accountant Office (current position) | ||||
June 2019 | Outside Director of the Company (current | |||
position) | ||||
Dec. 2007 | Registered as an attorney at law | |||
Jan. 2008 | Joined Mori Hamada & Matsumoto | |||
5 | *Yoshie Midorikawa | Jan. 2015 | Admitted as Attorney-at-Law in the State of | |
New York | - | |||
(May 8, 1979) | ||||
Oct. 2016 | Joined Freshfields Bruckhaus Deringer LLP | |||
Jan. 2019 | Partner of Miura & Partners (current | |||
position) | ||||
Notes: 1. | A new candidate for Director is indicated by an asterisk (*). |
- There is no special interest between any of the candidates and the Company.
- Mr. Kurihara and Ms. Midorikawa are candidates for outside Director.
- The Company has nominated Mr. Kurihara as a candidate for outside Director because he has extensive experience and specialized knowledge in finance, accounting and taxation as a certified public accountant, as well as experience as director of other company and a supervisory officer of investment corporation, bringing forth the expectations that he will play a role in enhancing the function of the Board of Directors of the Company. Mr. Kurihara has never been directly involved in the management of a company. However, the Company judges he will appropriately fulfill his duties as an outside Director based on the above reasons. Mr.
- 5 -
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Justsystems Corporation published this content on 01 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 June 2023 07:54:08 UTC.
