These documents have been translated from the Japanese originals for reference purposes only.
In the event of any discrepancy between these translated documents and the Japanese originals, the originals shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translations.
(Securities Code 8515) June 7, 2023 (Commencement date of electronic provision measures: June 2, 2023)
To Shareholders with Voting Rights:
Mitsuhide Fukuda
President and Representative Director
AIFUL CORPORATION
381-1,Takasago-cho,Gojo-Agaru,
Karasuma-Dori,Shimogyo-ku, Kyoto
NOTICE OF CONVOCATION OF
THE 46TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
The 46th Annual General Meeting of Shareholders of AIFUL CORPORATION (the "Company" or "AIFUL") will be held for the purposes as described below.
Electronic provision measures have been taken for the convocation of this General Meeting of Shareholders, and the matters subject to electronic provision measures are posted on the following website on the Internet.
Company's website: https://www.ir-aiful.com/en/investor/stock/meeting.html
In addition to the above, this information is also posted on the following website on the Internet. Tokyo Stock Exchange website (Listed Company Search):
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
- Please enter "AIFUL" in the Issue name field or "8515" in the Code field, search, and select "Basic information" and then "Documents for public inspection/PR information" on the Tokyo Stock Exchange website to review the Company's notice of convocation of this General Meeting of Shareholders.
Please review the Reference Documents for the General Meeting of Shareholders included in the matters subject to electronic provision measures, follow the "Exercise of Voting Rights" and "Instructions for Voting via the Internet, etc.," and cast your vote by 6 p.m. on Monday, June 26, 2023 Japan time.
1. Date and Time: Tuesday, June 27, 2023 at 10 a.m. Japan time
2. Place: | Third floor hall in the Head Office of the Company, located at |
381-1,Takasago-cho,Gojo-Agaru,Karasuma-Dori,Shimogyo-ku, Kyoto, Japan |
3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company's
46th 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 Company's 46th Fiscal Year (April 1, 2022 - March 31, 2023)
Proposals to be resolved:
Proposal No. 1: Election of Five Directors (Excluding Directors Who Are Members of the Audit
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and Supervisory Committee)
Proposal No. 2: Election of Three Directors Who Are Audit and Supervisory Committee Members
4. Disclosure on the Company's Website:
- Any updates to the matters subject to electronic provision measures will be posted on each website on which the matters are posted.
- Of the matters subject to electronic provision measures, pursuant to laws and regulations and Article 15, Paragraph 2 of the Articles of Incorporation, the Company does not include the following matters in documents to be delivered to shareholders who have requested document delivery. Therefore, such documents include parts of consolidated financial statements and non- consolidated financial statements that were audited when the Audit and Supervisory Committee and the Accounting Auditor prepared their audit report respectively.
- "Consolidated Statements of Change in Shareholders' Equity" and "Notes to Consolidated Financial Statements" in the Consolidated Financial Statements
- "Non-ConsolidatedStatements of Change in Shareholders' Equity" and "Notes to Non- Consolidated Financial Statements" in the Non-Consolidated Financial Statements
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Exercise of Voting Rights
Following are the methods for exercising voting rights. Please review the Reference Documents for the General Meeting of Shareholders included in the matters subject to electronic provision measures, and exercise your voting rights.
-
Attending the Annual General Meeting of Shareholders
Date and time of Annual General Meeting of Shareholders: 10 a.m. on Tuesday, June 27, 2023 Japan time (The reception desk is scheduled to open at 9 a.m.)
Please submit the enclosed Voting Rights Exercise Form to the reception. (No need to be stamped) - Exercise of Voting Rights by Mail
Exercise deadline: Arrival by 6 p.m. on Monday, June 26, 2023 Japan time
Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form and return it without postage stamp. If there is no indication of your vote for or against any proposal on the Voting Rights Exercise Form, it will be treated as an indication of approval. - Exercise of Voting Rights via the Internet, etc.
Exercise deadline: Until 6 p.m. on Monday, June 26, 2023 Japan time
Please access the designated voting rights exercise website and indicate your vote for or against the proposals by the exercise deadline.
(The voting rights exercise website: https://www.web54.net) Please see the last page for details.
-
Attending the Annual General Meeting of Shareholders
- If voting rights are exercised both in writing and via electromagnetic means (the Internet, etc.), the exercise of voting rights via electromagnetic means (the Internet, etc.) will be treated as valid.
- If voting rights are exercised multiple times via electromagnetic means (the Internet, etc.), the final exercise of voting rights will be treated as valid.
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Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Election of Five Directors (Excluding Directors Who Are Members of the Audit and Supervisory Committee)
The terms of office of all Five Directors (excluding Directors who are Members of the Audit and Supervisory Committee; hereinafter the same shall apply in this proposal) will expire at the conclusion of this year's General Meeting of Shareholders. Accordingly, the election of five Directors is proposed.
Additionally, regarding this proposal, the Audit and Supervisory Committee has judged that all of the candidates for Director are qualified for the position.
The candidates for Directors are as follows:
Attendance rate at the | ||||
No. | Name | Current positions and | Board of Directors' | |
responsibilities at the Company | meetings | |||
(Attended/Held) | ||||
1 | Mitsuhide Fukuda | Reappointment | President and Representative | 97% |
Director, Chief Executive Officer | (41/42) | |||
2 | Yoshitaka Fukuda | Reappointment | Chairman and Representative | 97% |
Director | (41/42) | |||
Representative Director and | 100% | |||
3 | Masayuki Sato | Reappointment | Senior Managing Executive | |
(42/42) | ||||
Officer | ||||
4 | Akira Kamiyo | Reappointment | Director and Senior Managing | 100% |
Executive Officer | (42/42) | |||
5 | Keiji Masui | Reappointment | Director and Senior Managing | 100% |
Executive Officer | (42/42) | |||
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No. | Name, etc. | Past experience, positions, responsibilities | |
and significant concurrent positions | |||
April 2003 | Joined Daiwa Securities Co., Ltd. | ||
April 2009 | Joined OGI Capital Partners, Ltd. | ||
March 2011 | Joined the Company | ||
June 2011 | Executive Officer, responsible for the Subsidiary Management | ||
Department | |||
June 2012 | Director and Executive Officer, responsible for the Subsidiary | ||
Management Department | |||
April 2014 | Director and Executive Officer | ||
April 2014 | President and Representative Director of BUSINEXT | ||
CORPORATION (currently AG BUSINESS SUPPORT | |||
CORPORATION) | |||
June 2014 | Director and Managing Executive Officer | ||
April 2016 | Director and Managing Executive Officer, responsible for the | ||
Guarantee Business Department 1 and the Guarantee Business | |||
Department 2 | |||
April 2016 | President and Representative Director of AsTry Loan Services | ||
Corporation (currently AG Loan Services Corporation) | |||
June 2016 | Director and Senior Managing Executive Officer, in charge of | ||
the Guarantee Business Department 1 and the Guarantee | |||
Business Department 2 | |||
April 2017 | Director and Senior Managing Executive Officer, in charge of | ||
the Guarantee Business Department | |||
Reappointment | April 2018 | Director and Senior Managing Executive Officer, Senior | |
General Manager of the Loan Business Division, in charge | |||
Mitsuhide Fukuda | of the Guarantee Business Department, the Marketing | ||
1 | (June 16, 1980) | October 2018 | Department and the IT Planning Department |
Director and Senior Managing Executive Officer, Senior | |||
Number of shares of the | General Manager of the Loan Business Division, in charge | ||
Company held: | of the Guarantee Business Department, the Guarantee Business | ||
62,186,118 | Promotion Department and the Marketing Department | ||
April 2019 | Director and Senior Managing Executive Officer, Senior | ||
General Manager of the Loan Business Division, Senior | |||
General Manager of the Credit Management Division, | |||
Senior General Manager of the Guarantee Business Division, | |||
in charge of the Credit Governance Department | |||
June 2019 | Representative Director and Senior Managing Executive | ||
Officer, Senior General Manager of the Loan Business | |||
Division, Senior General Manager of the Credit | |||
Management Division, Senior General Manager of the | |||
Guarantee Business Division, in charge of the Credit | |||
Governance Department | |||
June 2020 | President and Representative Director, Chief Executive Officer, | ||
Chairperson of the Risk Management Committee, in charge of | |||
the Administrative Information Office and the Internal Auditing | |||
Department | |||
June 2020 | Chairman and Representative Director of LIFECARD Co., Ltd. | ||
(Current) | |||
October 2022 | President and Representative Director, Chief Executive Officer, | ||
Chairperson of the Risk Management Committee, in charge of | |||
the Internal Auditing Department (Current) | |||
[Significant concurrent positions] | |||
Chairman and Representative Director of LIFECARD Co., Ltd. |
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aiful Corporation published this content on 02 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 June 2023 16:24:06 UTC.