SHIBAURA MECHATRONICS CORPORATION Note: This document has been translated from a part of 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.
Stock Exchange Code 6590
June 5, 2023
To Shareholders with Voting Rights:
Keigo Imamura
Representative Director,
President and Chief Executive Officer
SHIBAURA MECHATRONICS CORPORATION
2-5-1, Kasama, Sakae-ku,Yokohama-shi, Kanagawa, Japan
NOTICE OF
THE 114th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
The 114th Annual General Meeting of Shareholders of SHIBAURA MECHATRONICS CORPORATION (the "Company") will be held for the purposes as described below.
If you do not attend the meeting in person, you can exercise your voting rights in writing or via the Internet, etc. Please review the attached Reference Documents for the General Meeting of Shareholders and exercise your voting rights no later than 5:00 p.m. on Wednesday, June 21, 2023, Japan time.
1. Date and Time: Thursday, June 22, 2023 at 10:00 a.m. Japan time
2. Place: | Conference room at the Company located at |
2-5-1, Kasama, Sakae-ku,Yokohama-shi, Kanagawa, Japan |
3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company's
114th Fiscal Year (April 1, 2022-March 31, 2023) and results of audits by the Accounting Auditor and the Board of Corporate Auditors of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company's 114th Fiscal Year (April 1, 2022-March 31, 2023)
Proposals to be resolved:
Proposal 1: Election of 6 Directors
Proposal 2: Election of 2 Corporate Auditors
Proposal 3: Election of 1 Substitute Corporate Auditor
Proposal 4: Payment of Bonuses to Officers
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4. Matters Related to Measures for Electronic Provision
The Company has taken measures for electronic provision in convening this General Meeting of Shareholders and posted matters subject to measures for electronic provision on the following website on the Internet.
https://www.shibaura.co.jp/ir/general.html(available in Japanese)In addition to the website above, the Company has also posted the matters subject to measures for electronic provision on the website of the Tokyo Stock Exchange, Inc. (TSE). To confirm the information, please visit the TSE website (TSE Listed Company Search) below and enter and search for the company name (SHIBAURA MECHATRONICS) or the security code (6590) and select "Basic information" and "Documents for public inspection/PR information" in that order.
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
- Should the matters subject to measures for electronic provision require any revisions, the revised matters will be posted on each of the websites on which they are posted.
- Please note that details of the resolutions of this General Meeting of Shareholders will be posted on the Company's website after the meeting is concluded.
- The documents sent to you also serve as documents containing the matters subject to measures for electronic provision to be sent upon request from shareholders. Please note that, while the Company has taken measures for electronic provision starting from this General Meeting of Shareholders following the amendments to the Companies Act, we decided to provide shareholders with the paper copy of the materials for the General Meeting of Shareholders for this General Meeting of Shareholders as we did in the past, including the Reference Documents for the General Meeting of Shareholders, in addition to the Voting Rights Exercise Form. There is a possibility that the Company decides to discontinue providing shareholders with the paper copy of the materials for the General Meeting of Shareholders at the next General Meeting of Shareholders in accordance with the purpose of the system for measures for electronic provision. However, shareholders may continue to receive the hard copy pursuant to the provisions of laws and regulations and the Articles of Incorporation of the Company by requesting it by the record date (March 31, 2024).
- We kindly ask for your understanding that we do not:
- arrange waiting rooms for shareholders and provide beverages
- hold social gathering with shareholders after the meeting
- distribute souvenirs to our shareholders
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Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1: Election of 6 Directors
The terms of office of all 6 Directors will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the Company proposes the election of 6 Directors.
The candidates for Director are as follows:
No. | Name | Expertise | Current positions and responsibilities at | |
the Company | ||||
1 | Keigo Imamura | [Reappointment] | [Corporate management] | Representative Director, |
[Technology] | President and Chief Executive Officer | |||
[Corporate management] | Director and Executive Vice President, | |||
2 | Kenichi Ikeda | [Reappointment] | Executive General Manager of Corporate | |
[Accounting] | ||||
Management Division | ||||
Yoshiaki | [Corporate management] | Director and Senior Vice President, | ||
3 | [Reappointment] | Executive General Manager of Fine | ||
Kurokawa | [Technology] | |||
Mechatronics Division | ||||
Kazutoshi | [Corporate management] | Director and Senior Vice President | ||
4 | [Reappointment] | Executive General Manager of | ||
Horiuchi | [Marketing & Sales] | |||
Mechatronics System Division | ||||
[Reappointment] | ||||
5 | Tomoko Inaba | [Outside] | [Law] | Director |
[Independent] | ||||
[Reappointment] | ||||
6 | Yuichiro Takada | [Outside] | [Corporate management] | Director |
[Independent] |
(Note) The definitions of the descriptions of expertise are as follows:
[Corporate management]: A person who has ever assumed office as an executive director or a vice president in the Company or any other company and is deemed to have knowledge and experience of corporate management
[Technology]: A person who has ever belonged to a technical affairs division in the Company and is deemed to have knowledge and experience of technology related to the business of the Company
[Accounting]: | A person who has ever belonged to accounting/financial divisions in the Company or any other |
company and is deemed to have knowledge and experience of finance/accounting | |
[Marketing & Sales]: | A person who has ever belonged to marketing & sales divisions in the Company and is deemed |
to have knowledge and experience of sales and marketing related to the business of the | |
Company | |
[Law]: | A person who is a qualified attorney and deemed to have knowledge and experience of |
law/compliance |
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Name | Number of | |||
No. | Past experience, positions, responsibilities, and significant concurrent positions | shares of the | ||
(Date of birth) | Company held | |||
(hundred shares) | ||||
April 1985 | Joined Toshiba Corporation | |||
August 1996 | Joined the Company | |||
April 2009 | General Manager of Bonder Department, SAGAMINO | |||
Operations | ||||
April 2011 | Deputy Executive General Manager of Production & | |||
Procurement Division and General Manager in charge of | ||||
Mechatronics System Equipment | ||||
Keigo Imamura | June 2014 | Director, Executive General Manager of Production & | ||
Procurement Division | ||||
(September 30, 1962) | ||||
January 2015 | Director, Executive General Manager of Production & | 41 | ||
Procurement Division and General Manager in charge of Fine | ||||
[Reappointment] | Mechatronics Equipment, Fine Mechatronics Division | |||
1 | June 2017 | Senior Vice President, Deputy Executive General Manager of | ||
Fine Mechatronics Division | ||||
June 2019 | Director and Senior Vice President, Executive General Manager | |||
of Fine Mechatronics Division | ||||
June 2020 | Director and Executive Vice President, Executive General | |||
Manager of Fine Mechatronics Division | ||||
June 2021 | Representative Director, President and Chief Executive Officer | |||
To present |
[Reason for nomination]
The term of office of Mr. Keigo Imamura as Company's Director will be four years at the conclusion of this General Meeting of Shareholders, of which two years serving as Representative Director of the Company. He served as Representative Director, President and Chief Executive Officer of the Company and the Group, and took charge of the management and supervised it properly. The Company nominates him as a candidate for Director, because it believes that he is qualified to continue serving as Director.
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Name | Number of | |||
No. | Past experience, positions, responsibilities, and significant concurrent positions | shares of the | ||
(Date of birth) | Company held | |||
(hundred shares) | ||||
April 1985 | Joined Toshiba Corporation | |||
May 2001 | Assistant to General Manager of Accounting Department, | |||
Semiconductor Company, Toshiba Corporation | ||||
May 2006 | Counselor of Public Relations Office Group (in charge of IR), | |||
Toshiba Corporation | ||||
May 2009 | Assistant to General Manager of Accounting Department, | |||
Semiconductor Company, Toshiba Corporation | ||||
June 2012 | Group Leader of Management Audit Group (in charge of | |||
Management Audit Division 4), Toshiba Corporation | ||||
April 2015 | Assistant to President of Electric Power System Company, | |||
Toshiba Corporation | ||||
Kenichi Ikeda | October 2017 | Vice President, Deputy Executive General Manager of | ||
(February 13, 1963) | Corporate Management Division | |||
June 2018 | Director and Vice President, Executive General Manager of | 26 | ||
Corporate Management Division | ||||
[Reappointment] | June 2019 | Director and Senior Vice President, Executive General Manager | ||
2 | of Corporate Management Division | |||
June 2021 | Director and Executive Vice President, Executive General | |||
Manager of Corporate Management Division | ||||
April 2022 | Director and Executive Vice President, Executive General | |||
Manager of Corporate Management Division and General | ||||
Affairs & Human Resources Division | ||||
April 2023 | Director and Executive Vice President, Executive General | |||
Manager of Corporate Management Division | ||||
To present | ||||
[Significant concurrent positions] | ||||
Joint Representative Director, SHIBAURA MECHATRONICS KOREA CO., LTD. | ||||
[Reason for nomination] | ||||
The term of office of Mr. Kenichi Ikeda as the Company's Director will be five years at the conclusion of this General | ||||
Meeting of Shareholders. Mr. Kenichi Ikeda has management experience as the Company's Director. Currently, he is | ||||
serving as the operating officer in the fields of corporate planning, accounting, and finance in the position of Executive | ||||
General Manager of Corporate Management Division, and conducting business execution and management oversight | ||||
appropriately. The Company nominated him as a candidate for Director because it believes that he is qualified to continue | ||||
serving as Director. |
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Disclaimer
Shibaura Mechatronics Corporation published this content on 30 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 May 2023 15:08:06 UTC.
