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MarketScreener Homepage  >  Equities  >  Tokyo Stock Exchange  >  JAFCO Co., Ltd.    8595   JP3389900006

JAFCO CO., LTD.

(8595)
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JAFCO : Notice of Convocation of the 47th Annual General Meeting of Shareholders(PDF:1,219KB)

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05/15/2019 | 07:58am EDT

To our shareholders:

The amount of capital raised by start-up

companies has been increasing dramatically worldwide. In the US and China, a single financing round of over several hundreds of millions of US dollars is not uncommon. In Japan, the number of rounds raising more than 1 billion nearly reached 100 in 2018. Some companies raised more than 10 billion.

A massive wave of fundraising for start-up companies seems to reflect a mixture of big anxiety and expectations for the near future. Global excessive liquidity has caused incommensurable capital inflows to the illiquid private equity market. This provokes anxiety about a large adjustment phase.

Yet, even if there was a large adjustment phase, the size of financing rounds will not return to the previous level. This is because there are expectations for the rapid advance of digitization.

The speed of communications networks and information processing has increased with the widespread of the internet, and will continue to increase dramatically. This leads to AI, IoT and other advances in software engineering. The second stage of digital revolution is about to start. In the first stage, GAFA and other tech giants emerged by changing existing business models. In the second stage, existing sectors, such as IT and biotechnology, blend to create totally new industries.

For start-upcompanies to succeed amid earth-movingchanges in the business environment, they must launch a business in an incomparably short period of time and carry out large financing rounds. These are the fundamental factors accelerating the increase in fundraising size.

JAFCO proactively provides risk money to start-ups and entrepreneurs from the business conception stage, and will further concentrate our efforts on building new businesses with a mindset of "Co-Founder."

Iʼm convinced that this strategy will lead to investment successes and generate large returns for our shareholders and fund investors who enable us to provide risk money.

Shinichi Fuki

President & CEO

JAFCO Co., Ltd.

1

Our Mission / Identity / Value

- Mission -

"Commit to new business creation and

jointly shape the future"

Since establishment, JAFCO has created various innovative products and services jointly with entrepreneurs. Our mission is to open up new frontiers with our stakeholders by committing to creating new businesses that are in demand.

- Identity -

Co-Founder

At the startup stage, JAFCO is expected to play the same role as "Co-Founder." We will pass on and develop JAFCO spirit, expertise and experiences built up since inception to allow each member to be a resourceful "Co-Founder."

- Value -

Value Creation

Challenge and

Trust and

Quest

Contribution

2

This is an excerpt translation of the Japanese original for convenience only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.

(Securities Code: 8595)

May 28, 2019

To Shareholders:

Shinichi Fuki

President & CEO

JAFCO Co., Ltd.

1-23-1 Toranomon, Minato-ku, Tokyo

NOTICE OF CONVOCATION OF

THE 47TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

You are cordially invited to attend the 47th Annual General Meeting of Shareholders (the "Meeting") of JAFCO Co., Ltd. (the "Company"). The meeting will be held as described below.

If you are unable to attend the Meeting in person, you may exercise your voting rights either by postal mail or electronic means as shown on the next page. You are requested to exercise your voting rights by 5:00 p.m. on Monday, June 17, 2019 (Japan Time).

1.Date and Time Tuesday, June 18, 2019, at 10:00 a.m. (Japan Time)

2. Place

Grand Hall on the 5th floor, Nomura Conference Plaza Nihonbashi

Nihonbashi Muromachi Nomura Bldg. (YUITO)

2-4-3Nihonbashi-Muromachi,Chuo-ku, Tokyo

3. Purpose of the Meeting

Matters to be

Business Report, Consolidated Financial Statements, Non-

reported:

Consolidated Financial Statements, and Results of Audit by the

Financial Auditor and the Board-Audit Committee of the

Consolidated Financial Statements, for the 47th Fiscal Year (from

Matters to be

April 1, 2018 to March 31, 2019)

resolved:

Proposal 1:

Election of Three (3) Directors (Excluding Directors Serving as

Board-Audit Committee Members)

Proposal 2:

Election of Four (4) Directors Serving as Board-Audit Committee

Members

3

4. Voting When You Are Unable to Attend the Meeting

Please examine the attached Reference Documents for the General Meeting of Shareholders and vote by either of the following methods by 5:00 p.m. on Monday, June 17, 2019 (Japan Time).

[Voting by postal mail]

Please indicate on the enclosed voting form whether you are for or against each proposal and return it by postal mail to us by the voting deadline indicated above.

[Voting by electronic means (via Internet)]

Please review "How to exercise your voting rights via Internet" on page 56, and access the website for voting designated by the Company (https://evote.tr.mufg.jp/). Follow the instructions on the screen and enter for or against each proposal by the voting deadline indicated above.

5. Notice Regarding Exercise of Voting Rights

If you vote twice by postal mail and via Internet, the vote via Internet shall be deemed valid. If you vote via Internet more than once, only the last vote shall be deemed valid.

For those attending the Meeting, please present the enclosed voting form at the reception desk on arrival at the meeting.

Pursuant to the provisions of applicable laws and regulations and Article 15 of the Articles of Incorporation of the Company, the following materials are not provided in this document but they have been posted on the Companyʼs website. Note that the following materials are part of the Consolidated Financial Statements and Non-Consolidated Financial Statements audited by the Board-Audit Committee and the financial auditor in the course of the preparation of their respective audit reports.

Notes to Consolidated Financial Statements

Notes to Non-Consolidated Financial Statements

Please be advised that in the event of any revisions to the Reference Documents for the General Meeting of Shareholders, Business Report, Consolidated Financial Statements or Non-Consolidated Financial Statements, the Company will post the contents of modification on its website below.

The Company will inform you of the results of resolutions of the Meeting by posting the matter on its website below.

JAFCO website: http://www.jafco.co.jp/english/ir/shareholder/meeting/

4

Reference Documents for the General Meeting of Shareholders

Proposal 1: Election of Three (3) Directors (Excluding Directors Serving as Board-Audit Committee Members)

The terms of office of all three (3) directors (excluding directors serving as Board-Audit Committee members; the same applies hereafter in this Proposal 1) will expire at the conclusion of the Meeting. Accordingly, the Company proposes to elect three (3) directors. This Proposal has been deliberated by the Nomination and Remuneration Committee.

With regard to the election of directors, the summary of opinions of the Board-Audit Committee is as follows.

The Board-Audit Committee discussed the election of directors based on the deliberations by the Nomination and Remuneration Committee composed of all four (4) directors serving as Board-Audit Committee members and the President. As a result, the Committee reached a conclusion that it has no objection to the nomination of director candidates in this Proposal with regard to oversight, execution and future focus of Board of Directors, the composition of the Board of Directors, the business execution structure, and expertise, experience and track record of each candidate.

The Board-Audit Committee has also expressed an opinion regarding the remuneration of directors as follows.

The Board-Audit Committee discussed the remuneration of directors based on the deliberation by the Nomination and Remuneration Committee. As a result, the Committee has judged the remuneration is appropriate after taking into account fairness in remuneration, balance between remuneration levels and duties/ responsibilities of directors, and its links to the Companyʼs business performance.

The candidates for director are as follows. There is no special interest between any of the candidates and the Company.

Current position and responsibilities at the

Number of

attendance

No.

Name

Company, and significant concurrent positions

Attribute

at the BOD

outside the Company

meetings

1

Shinichi Fuki

President & CEO

Re-election

13 out of

[Representative Director]

13

Managing Director

President & CEO, JAFCO America

2

Yoshiyuki

Ventures Inc.

Re-election

13 out of

Shibusawa

President & CEO, JAFCO Investment

13

(Asia Pacific) Ltd

In charge of Business Development

Director

13 out of

3

Keisuke Miyoshi

In charge of Investment

Re-election

13

Partner

5

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

JAFCO Co. Ltd. published this content on 15 May 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 15 May 2019 11:57:08 UTC

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Sales 2021 20 633 M 193 M 193 M
Net income 2021 6 700 M 62,5 M 62,5 M
Net Debt 2021 - - -
P/E ratio 2021 17,2x
Yield 2021 3,28%
Capitalization 115 B 1 078 M 1 074 M
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Free-Float 93,0%
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TrendsNeutralNeutralNeutral
Income Statement Evolution
Consensus
Sell
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Mean consensus HOLD
Number of Analysts 3
Average target price 3 516,67 JPY
Last Close Price 3 720,00 JPY
Spread / Highest target 10,2%
Spread / Average Target -5,47%
Spread / Lowest Target -18,0%
EPS Revisions
Managers
NameTitle
Shinichi Fuki President & Representative Director
Yoshiyuki Shibusawa Managing Director & Head-Business Development
Keisuke Miyoshi Director & Head-Investment
Koji Tanami Independent Outside Director
Kenichi Akiba Independent Outside Director
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