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. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.
Securities code: 8091
June 2, 2022
To Shareholders with Voting Rights:
Kazuaki Matsumoto
President, Representative Director
NICHIMO CO., LTD.
2-20Higashi-Shinagawa2-chome,
Shinagawa-ku, Tokyo, Japan
NOTICE OF
THE 136th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 136th Annual General Meeting of Shareholders of NICHIMO CO., LTD. (the "Company") will be held as described below.
If you do not attend the meeting, you can exercise your voting rights in either of the following ways. Please review the Reference Documents for the General Meeting of Shareholders attached below, and exercise your voting rights by no later than 5:10 p.m. on Thursday, June 23, 2022, Japan time.
[To execute your voting rights via postal service]
You are kindly requested to indicate approval or disapproval of the proposals on the Voting Rights Exercise Form enclosed herewith, and return it so that it reaches us no later than the above voting deadline.
[To execute your voting rights via the Internet]
You are kindly requested to enter approval or disapproval of the proposals by accessing the voting website (https://www.web54.net/) designated by the Company using the "voting rights exercising code" and the "password" indicated on the Voting Rights Exercise Form enclosed herewith, and following the instructions on the screen.
- For more details, please read the Guide to Exercising Voting Rights via the Internet, etc."
1. Date and Time: Friday, June 24, 2022 at 10:00 a.m. Japan time
*Reception starts at 9:00 a.m. Japan time
2. Place: | TOP OF THE BAY, Dai-ichi Hotel Tokyo Seafort, 28th floor, |
3-15Higashi-Shinagawa2-chome,Shinagawa-ku, Tokyo, Japan |
3. Meeting Agenda:
Matters to be reported:1. The Business Report and Consolidated Financial Statements for the
Company's 136th Fiscal Year (April 1, 2021 - March 31, 2022) and results of audits by the Accounting Auditor and the Audit & Supervisory Committee of the Consolidated Financial Statements
2. The Non-consolidated Financial Statements for the Company's 136th Fiscal Year (April 1, 2021 - March 31, 2022)
Proposals to be resolved:
Proposal 1: Partial Amendments to the Articles of Incorporation
Proposal 2: Election of Six (6) Directors (excluding Directors Serving as Audit & Supervisory Committee Member)
Proposal 3: Election of Four (4) Directors Serving as Audit & Supervisory Committee Member
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Proposal 4: Determining the Amount and Content of Stock Compensation, etc. for
Directors
4. Other Matters Concerning Convocation of the General Meeting of Shareholders
- If you have exercised your voting rights more than once via the Internet, etc., the last vote will be treated as the valid one.
- If you have exercised your voting rights both by posting the Voting Rights Exercise Form by mail and via the Internet, etc., only the vote exercised via the Internet, etc. will be treated as the valid one.
-
Among the documents which should be provided together with this Notice, the Notes to Consolidated Financial Statements and the Notes to Non-consolidated Financial Statements are made available on the Company's website (https://www.nichimo.co.jp/) pursuant to applicable laws and regulations and Article 15 of the Articles of Incorporation of the Company. Accordingly, they are not attached to this Notice.
The Consolidated Financial Statements and Non-Consolidated Financial Statements attached to this Notice are a part of the Consolidated Financial Statements and Non-Consolidated Financial Statements audited by the Accounting Auditor and the Audit & Supervisory Committee in preparing their audit report.
- For those attending, please present the enclosed Voting Rights Exercise Form at the reception desk on arrival at the meeting.
- Should the Reference Documents for the General Meeting of Shareholders, Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements require revisions, the revised versions will be posted on the Company's website (https://www.nichimo.co.jp/).
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Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1: Partial Amendments to the Articles of Incorporation
1. Reasons for the amendments
- Following the enforcement of the Act for Partially Amending the Industrial Competitiveness Enhancement Act and Other Related Acts, it has become possible for listed companies to hold a General Meeting of Shareholders without a designated location if certain requirements are met, with such stipulations provided in their Articles of Incorporation. Accordingly, a provision to the effect that the Company may hold a General Meeting of Shareholders without a designated location shall be added to Article 12 (Convocation of General Meeting of Shareholders) of the current Articles of Incorporation with the aim of allowing many shareholders to attend the meeting in an easier way, regardless of where they live, and thereby promoting invigoration, efficiency improvement and smoother operation of General Meetings of Shareholders, and at the same time, mitigating risks in the event of large-scale disasters, including contagious diseases and natural disasters.
- The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the "Act Partially Amending the Companies Act"(Act No. 70 of 2019) will be enforced on September 1, 2022. Accordingly, in order to prepare for the introduction of the system for electronic provision of materials for the General Meeting of Shareholders, the Articles of Incorporation of the Company shall be amended as follows.
- The proposed Article 15, Paragraph 1 provides that information contained in the Reference Documents for the General Meeting of Shareholders, etc. shall be provided electronically.
- The purpose of proposed Article 15, Paragraph 2 is to establish a provision to limit the scope of matters to be included in the paper copy to be sent to shareholders who have requested it.
- The provisions related to the Internet disclosure and deemed provision of the Reference Documents for the General Meeting of Shareholders, etc. (Article 15 of the current Articles of Incorporation) will become unnecessary and will therefore be deleted.
- In line with the above establishment and deletion of the provisions, supplementary provisions related to the effective date, etc. shall be established.
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2. Details of the amendments
The details of the amendments are as follows.
(Amended parts are underlined.) | ||
Current Articles of Incorporation | Proposed amendments | |
CHAPTER I General Provisions | CHAPTER I General Provisions | |
Article 1 to Article 5 (Paragraphs omitted) | Article 1 to Article 5 (Paragraphs remain | |
unchanged) | ||
CHAPTER II Shares | CHAPTER II Shares | |
Article 6 to Article 11 (Paragraphs omitted) | Article 6 to Article 11 (Paragraphs remain | |
unchanged) | ||
(Convocation of General Meeting of | (Convocation of General Meeting of | |
Shareholders) | Shareholders) | |
Article 12 An Annual General Meeting of | Article 12 An Annual General Meeting of | |
Shareholders of the Company | Shareholders of the Company | |
shall be convened in June of each | shall be convened in June of each | |
year, and an Extraordinary | year, and an Extraordinary | |
General Meeting of Shareholders | General Meeting of Shareholders | |
shall be convened whenever | shall be convened whenever | |
necessary. | necessary. | |
(2) The Company may hold a General | ||
Meeting of Shareholders without a | ||
designated location. | ||
Article 13 to Article 14 (Paragraphs omitted) | Article 13 to Article 14 (Paragraphs remain | |
unchanged) | ||
(Internet Disclosure and Deemed Provision of | ||
Reference Documents for the General Meeting | ||
of Shareholders, etc.) | ||
Article 15 The Company may, when | ||
convening a General Meeting of | ||
Shareholders, deem that it has | ||
provided information to | ||
shareholders pertaining to matters | ||
to be described or indicated in the | ||
Reference Documents for the | ||
General Meeting of Shareholders, | ||
Business Report, Non- | ||
consolidated Financial Statements, | ||
and Consolidated Financial | ||
Statements, by disclosing such | ||
information through the internet in | ||
accordance with the provisions | ||
provided in the Ordinance of the | ||
Ministry of Justice. | ||
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Current Articles of Incorporation | Proposed amendments | ||
(Measures for Electronic Provision, etc.) | |||
Article 15 | The Company shall, when | ||
convening a General Meeting of | |||
Shareholders, provide information | |||
contained in the Reference | |||
Documents for the General | |||
Meeting of Shareholders, etc. | |||
electronically. | |||
(2) | Among the matters to be provided | ||
electronically, the Company may | |||
choose not to include all or part of | |||
the matters stipulated in the | |||
Ordinance of the Ministry of | |||
Justice in the paper copy to be sent | |||
to shareholders who have | |||
requested it by the record date for | |||
voting rights. | |||
Article 16 to Article 39 (Paragraphs omitted) | Article 16 to Article 39 (Paragraphs remain | ||
unchanged) | |||
Supplementary provisions | Supplementary provisions | ||
(Transitional Measures Concerning Electronic | |||
Provision, etc. of Materials for General | |||
Meeting of Shareholders) | |||
1. | The changes in Article 15 of the Articles | ||
of Incorporation shall come into effect on | |||
September 1, 2022 (hereinafter, the | |||
"Effective Date"), which is the date of | |||
enforcement of the amended provisions | |||
stipulated in the proviso of Article 1 of the | |||
supplementary provisions of the Act | |||
Partially Amending the Companies Act | |||
(Act No. 70 of 2019). | |||
2. | Notwithstanding the provisions of the | ||
preceding paragraph, Article 15 (Internet | |||
Disclosure and Deemed Provision of | |||
Reference Documents for the General | |||
Meeting of Shareholders, etc.) of the | |||
current Articles of Incorporation shall | |||
remain in force with respect to a General | |||
Meeting of Shareholders to be held on a | |||
date within six months from the Effective | |||
Date. | |||
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Nichimo Co. Ltd. published this content on 01 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 July 2022 01:32:05 UTC.