These documents have been translated from Japanese originals for reference purposes only.
In the event of any discrepancy between these translated documents and the Japanese originals, the originals shall prevail. AICHI CORPORATION ("The Company") assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translations.
(Securities code: 6345) May 31, 2023 (Date of commencement of electronic provision measures: May 24, 2023)
To Shareholders with Voting Rights:
Toshiya Yamagishi
President and Director
AICHI CORPORATION
1152-10 Ryoke, Ageo-shi, Saitama,
Japan
NOTICE OF
THE 75TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
Please be informed that the 75th Ordinary General Meeting of Shareholders of the Company will be held for the purposes as described below.
When convening this Ordinary General Meeting of Shareholders, the Company has taken measures for providing information in electronic format (the "electronic provision measures") and has posted matters subject to the electronic provision measures on the following Company's website.
The Company's website: https://www.aichi-corp.co.jp/english
In addition to the website shown above, the Company also has posted the matters subject to electronic provision measures on the website of Tokyo Stock Exchange (TSE). To view the information, please access the following TSE website (Listed Company Search), input the issue name (AICHI CORPORATION) or securities code (6345), and click "Search," and then click "Basic information" and select "Documents for public inspection/PR information."
The TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
With regard to this Notice, the Company will send, to all shareholders, the paper-based documents for delivery to be sent to the shareholders who made a request for delivery of documents in accordance with the provisions of laws and regulations and the Articles of Incorporation of the Company.
We respectfully ask you to decide whether or not to attend this Ordinary General Meeting of Shareholders in person, taking into consideration the situations of infectious disease in the community and other matters. When you do not attend this meeting in person, you may exercise your voting rights in advance in writing, via the Internet, or other means. Please review the Reference Documents for the General Meeting of Shareholders, and exercise your voting rights by 5:30 p.m. on Thursday, June 15, 2023, Japan time.
1. Date and Time: Friday, June 16, 2023 at 10:00 a.m., Japan time
2. Place: | The Company's Head Office, |
1152-10 Ryoke, Ageo-shi, Saitama, Japan | |
(Please see the brief map attached at the end of this Notice.) |
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3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Consolidated Financial Statements for the 75th
Fiscal Year (April 1, 2022-March 31, 2023) and results of audits by the
Accounting Auditor and the Audit and Supervisory Committee of the
Consolidated Financial Statements
2. Non-consolidated Financial Statements for the 75th Fiscal Year (April 1, 2022-March 31, 2023)
Proposals to be resolved:
Proposal No. 1: Partial Amendments to the Articles of Incorporation
Proposal No. 2: Election of 4 Directors (excluding Directors serving as Audit and Supervisory Committee Members)
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- For those attending, please present the enclosed ballot form at the reception desk on arrival at the meeting. Please also bring this Notice with you to the meeting as meeting material.
- If any revisions are made to the matters subject to electronic provision measures, the revised contents will be posted on the respective websites where the matters are posted.
- Among the matters subject to electronic provision measures, "Consolidated Statement of Changes in Net Assets" and "Notes to the Consolidated Financial Statements" as well as the "Non-consolidated Statement of Changes in Net Assets" and "Notes to the Non-consolidated Financial Statements" are posted on the Company's website, in accordance with the provisions of laws and regulations as well as of the Articles of Incorporation of the Company, and they are not included in this Notice sent to shareholders. Therefore, this document is part of the documents audited by the Audit and Supervisory Committee and the Accounting Auditor in preparing their Audit Reports.
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Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Partial Amendments to the Articles of Incorporation
- Purpose of the amendments
- In order to prepare for future business development, the Company proposes to make additions to the business objectives of the Company.
- The Company also proposes to standardize some wording used within the Articles of Incorporation of the Company.
- Description of the amendments
Description of the amendments is as follows.
(Amended parts are underlined.) | ||||
Current Articles of Incorporation | Proposed amendments | |||
(Objectives of the Company) | (Objectives of the Company) | |||
Article 2. The objectives of the Company shall be to | Article 2. The objectives of the Company shall be to | |||
engage in the following businesses: | engage in the following businesses: | |||
(1) Manufacture, repairs, trade, and lease of | (1) Manufacture, repairs, trade, and lease of | |||
machinery for power supply, electrical, | machinery for power supply, electrical, | |||
telecommunications, and telephone installation | telecommunications, and telephone installation | |||
works, as well as construction machinery, | works, as well as construction machinery, | |||
cargo-handling machinery, special-purpose | cargo-handling machinery, special-purpose | |||
vehicles, and machinery, equipment and parts | vehicles, and machinery, equipment and parts | |||
relating thereto; | relating thereto; | |||
(2) Education business relating to the structure, | (2) Education business relating to the structure, | |||
technology, safety, etc. of aerial work platforms, | technology, safety, etc. of aerial work platforms, | |||
crane trucks, and other vehicles; | crane trucks, and other vehicles; | |||
(3) Repairs of automobiles, trade of components, and | (3) Repairs of automobiles, trade of components, and | |||
sale of measuring instruments; | sale of measuring instruments; | |||
(4) Development, sale, lease, and consulting of | ||||
(Newly established) | services, software, and systems relating to | |||
information processing, telecommunications, and | ||||
(4)Lease of real estate; | information provision; | |||
(5)Lease of real estate; | ||||
(5)Insurance agent business in accordance with Act | (6)Insurance agent business in accordance with Act | |||
on Securing Compensation for Automobile | on Securing Compensation for Automobile | |||
Accidents and non-life insurance agent business; | Accidents and non-life insurance agent business; | |||
and | and | |||
(6)Any and all businesses incidental or related to any | (7)Any and all businesses incidental or related to any | |||
of the businesses specified under the foregoing | of the businesses specified under the foregoing | |||
items. | items. | |||
(Head Office) | (Head Office) | |||
Article 3. | (Omitted) | Article 3. | (Same as current) | |
(Means of Public Notice) | (Means of Public Notice) | |||
Article 4. Public notices of the Company shall be | Article 4. Public notices of the Company shall be | |||
made by means of electronic public notices; | made by means of electronic public notices; | |||
provided, however, that if the Company is unable | provided, however, that if the Company is unable | |||
to give an electronic public notice due to accidents | to give an electronic public notice due to accidents | |||
or any other inevitable reasons, such notices shall | or any other inevitable reasons, such notices shall | |||
be published in the Nihon Keizai Shimbun. | be published in the Nihon Keizai Shimbun. | |||
(Change in Japanese only; English unchanged) | ||||
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Proposal No. 2: Election of 4 Directors (excluding Directors serving as Audit and Supervisory Committee Members)
The terms of office of all 4 incumbent Directors (excluding Directors serving as Audit and Supervisory Committee Members) will expire at the conclusion of this Ordinary General Meeting of Shareholders. Accordingly, the Company proposes the election of 4 Directors (excluding Directors serving as Audit and Supervisory Committee Members).
This proposal has been determined after exchanges of opinions and confirmation of the contents by the Nomination and Compensation Advisory Committee, and the Audit and Supervisory Committee has judged that all candidates in this proposal are suitable for Directors of the Company, based on the status of duty execution and performance of each candidate in the fiscal year under review, as well as each candidate's career experience.
The candidates for Director (excluding Directors serving as Audit and Supervisory Committee Members) are as follows.
No. | Name | Positions and responsibilities at the Company | |||||
(important concurrent positions) | |||||||
1 | Toshiya | (Reappointment) | President and Representative Director | ||||
Yamagishi | |||||||
2 | Hideo | (Reappointment) | Director | ||||
Yamamoto | General Manager of Corporate Headquarters | ||||||
3 | Koichi Anzai | (Reappointment) | Director | ||||
General Manager of Manufacturing Headquarters | |||||||
4 | Takuo Sasaki | (Reappointment) | Director | ||||
(Outside Director of UMC Electronics Co., Ltd.) | |||||||
Number of
years served
as Director (at the conclusion of this Meeting)
- years
-
years
1 year
1 year
Attendance at
the Board of
Directors
meetings
13/13
meetings held
(100%)
13/13
meetings held
(100%)
10/10
meetings held
(100%)
10/10
meetings held
(100%)
Notes: 1. No material conflicts of interests exist between the Company and any of the above candidates.
- Mr. Toshiya Yamagishi and Mr. Takuo Sasaki have been business executors of Toyota Industries Corporation, which has a special relationship with the Company (parent company) during the last ten years. Their positions and responsibilities at Toyota Industries Corporation during the last ten years are indicated in "Career summary, positions, responsibilities and important concurrent positions."
- The Company has concluded a directors and officers liability insurance contract with an insurance company, as prescribed in Article 430-3, Paragraph 1 of the Companies Act, which insures its Directors, etc., to cover damages that may arise when an insured person becomes liable in connection with the execution of his/her duties or receives claims related to the pursuit of such liability. If each candidate assumes the position of Director, he or she will be the insured person under the insurance contract, and the Company will renew the insurance contract with the same content during their terms of office.
- The Company has concluded the Liability Limitation Agreement with Mr. Takuo Sasaki as stipulated in Article 423, Paragraph 1 of the Companies Act and the liability limit shall be the amount stipulated in Article 425, Paragraph 1 of the Act. If his reelection is approved, the Company plans to continue the agreement with the same content with him.
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Name | Career summary, positions, responsibilities and important | Number of | ||
No. | Company | |||
(Date of birth) | concurrent positions | |||
shares held | ||||
April 1982 | Joined Toyoda Automatic Loom Works, Ltd. | |||
(present Toyota Industries Corporation) | ||||
June 2008 | Executive Officer, Toyota Industries | |||
Toshiya Yamagishi | Corporation | |||
June 2011 | President, Toyota Industries North America, | |||
(September 14, 1959) | ||||
Inc. | ||||
[Reappointment] | President, Toyota Industrial Equipment | |||
Manufacturing, Inc. | ||||
Attendance at the Board | June 2012 | Chairman, Toyota Material Handling North | ||
of Directors meetings: | America, Inc. | 50,514 | ||
13/13 meetings held | June 2016 | Managing Officer, Toyota Industries | ||
shares | ||||
(100%) | Corporation | |||
Number of years served | June 2019 | Senior Managing Director and Representative | ||
1 | Director of the Company, | |||
as Director (at the | Head of the Planning and Administration | |||
conclusion of this | Division and Head of the Sales Division | |||
Meeting): | June 2020 | President and Representative Director of the | ||
4 years | ||||
Company (to the present) | ||||
[Important concurrent positions] | ||||
None | ||||
Reason for nomination as a candidate for Director | ||||
He has had many years of experience in the management of Toyota Industries Corporation and its | ||||
consolidated subsidiaries. In addition, as Representative Director, he has led management of the | ||||
Company and contributed to enhancing corporate value. We re-nominate him as a candidate for Director | ||||
because we believe that he can perform his duties as Director appropriately with his abundant | ||||
experience and high level of insight regarding all aspects of corporate management, in addition to his | ||||
excellent character and insight. | ||||
April 1979 | Joined the Company | |||
April 2012 | General Manager in charge of Domestic Sales | |||
Hideo Yamamoto | Department of the Company | |||
January 2014 | Branch Manager of Chushikoku Branch of | |||
(September 19, 1958) | the Company | |||
[Reappointment] | August 2016 | Branch Manager of Chubu Branch of the | ||
Company | ||||
Attendance at the Board | June 2017 | Executive Officer of the Company | ||
June 2018 | Managing Officer of the Company, | |||
of Directors meetings: | supervising Sales Division | 5,555 | ||
13/13 meetings held | ||||
June 2020 | Managing Officer of the Company, in charge | shares | ||
(100%) | ||||
of Sales Division and Affiliated Companies | ||||
2 | ||||
Number of years served | June 2021 | Director of the Company, Head of the | ||
as Director (at the | General Affairs Department, Sales Division | |||
and Affiliated Companies | ||||
conclusion of this | ||||
Meeting): | June 2022 | Director of the Company, General Manager | ||
2 years | of Corporate Headquarters (to the present) | |||
[Important concurrent positions] | ||||
None | ||||
Reason for nomination as a candidate for Director | ||||
As Director, he has led management of the Company and contributed to enhancing corporate value. We | ||||
re-nominate him as a candidate for Director due to his in-depth knowledge, acquired through many | ||||
years of experience in the sales division at the Company, and extensive experience in the Company's | ||||
management, in addition to his excellent character and insight. | ||||
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AICHI Corporation published this content on 24 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 May 2023 06:35:04 UTC.