Amada : Notice of Convocation of an Extraordinary General Meeting of Shareholders （363KB）

(English Translation)

Note: We provide this translation for your reference and convenience only, and without any warranty as to its accuracy or completeness. In the event that a difference arises regarding the meaning herein, the original Japanese version will prevail as the official authoritative version.

(Securities Code: 6113) November 26, 2019

To our shareholders:

Tsutomu Isobe

President (Representative Director)

AMADA HOLDINGS CO., LTD.

200, Ishida, Isehara-shi, Kanagawa, Japan

Notice of Convocation of an Extraordinary General Meeting of Shareholders

This is to inform you that an Extraordinary General Meeting of Shareholders of AMADA HOLDINGS CO., LTD. will be held as follows.

As shareholder who is unable to attend the meeting may exercise his or her voting rights by either of the following manners, please exercise your voting rights, upon examination of the enclosed referential statements, not later than 5:15 p.m. on December 11, 2019 (Wednesday).

[Exercise of voting rights by mail]

Please send back the enclosed voting ballot to AMADA HOLDINGS CO., LTD., with due entries thereon indicating assent or dissent with respect to each agenda so that such voting ballot reaches AMADA HOLDINGS CO., LTD. by the above deadline.

[Exercise of voting rights via the Internet]

Please exercise your voting rights via the Internet, with due entries thereon indicating assent or dissent with respect to each agenda, by the above deadline.

1.	Date:	December 12, 2019 (Thursday) at 10:00 a.m.
2.	Place:	At the head office of AMADA HOLDINGS CO., LTD. located at 200,
		Ishida, Isehara-shi, Kanagawa (246 Hall at Forum 246)

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3. Agenda:
Matters to be Resolved:
First Item:	Partial amendments to the Articles of Incorporation
Second Item:	Election of two (2) Directors
Third Item:	Election of one (1) Audit & Supervisory Board
	Member

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Information on Exercising Voting Rights

(1) Exercising voting rights by proxy

If you are unable to attend the General Meeting of Shareholders in person, you may appoint another shareholder (one person) who has voting rights as your proxy to attend the meeting. Please note that a document certifying the power of proxy must be submitted for such attendance.

1. If you exercise your voting rights redundantly via mail and the Internet, the votes cast via the Internet shall be treated as valid.
2. If you exercise your voting rights multiple times via the Internet, only the last vote cast shall be treated as valid.
3. Also, if you exercise voting rights redundantly by using a PC and a smart phone, only the last vote cast shall be treated as valid.

• Any amendments to the referential statements for the General Meeting of Shareholders will be posted on the
  "IR Information" page (Japanese:https://www.amadaholdings.co.jp/ir/; English:https://www.amadaholdings.co.jp/en/ir/) of the website of AMADA HOLDINGS CO., LTD.

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Items of Business and References

First Item:	Partial amendments to the Articles of Incorporation

1. Reasons for the amendments

The Company has started preparation for an absorption-type merger (hereinafter referred to as the

"Merger") that will become effective on April 1, 2020 (tentative), in which the Company will be the surviving company and AMADA CO., LTD., a wholly owned subsidiary of the Company, will be the company to be absorbed.

Since the Company will succeed to the businesses of AMADA CO., LTD. following the Merger, necessary changes shall be made to the business purposes stipulated in the current Articles of Incorporation in order for the Company to engage in the businesses of AMADA CO., LTD., as well as to change the company name accordingly.

This proposal is also for changing the convener of the meetings of the board of directors in light of the composition of officers in the new system from April 2020 onward.

2. Details of the proposed amendments

Details of the proposed amendments are as follows. The amendments to the Articles of Incorporation

shall come into effect on April 1, 2020, the effective date of the Merger, subject to the condition that the Merger takes effect.

(The underlined parts are amended.)

Current Articles of Incorporation

Article 1 (Company Name)

This company shall be called Amada Holdings Kabushikigaisha, which shall be indicated in English as Amada Holdings Co., Ltd.

Proposed amendments

Article 1 (Company Name)

This company shall be called Amada Kabushikigaisha, which shall be indicated in English as Amada Co., Ltd.

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Current Articles of Incorporation

Article 2 (Purpose)

This company shall have the purpose of controlling or managing the businesses activities of companies (including foreign companies) and associations (including overseas entities corresponding to organizations) engaging in the operations noted in each of the following Items and other business entities corresponding to the foregoing and managing operations ancillary or related to such companies, etc., by holding the shares or equity of such companies, etc.

1. Manufacture, sale, repair, leasing, maintenance, checking, and inspection of band sawing machines and other metal working equipment
2. Manufacture, sale, repair, leasing, maintenance, checking, and inspection of press machines and other metal working equipment
3. Manufacture, sale, repair, leasing, maintenance, checking, and inspection of electronic devices
4. Development, sale, maintenance, and operation and administrationof information network systems that use software and computers related to the devices in each of the preceding Items
5. Manufacture, sale, repair, leasing, maintenance, checking, and inspection of molds, jigs, accessories and components related to each of the preceding Items

	(New)
	(New)
(6)	Design, construction, management, and
	subcontracting for civil engineering, architecture,
	electricity, steel frames, plant, and landscaping
(7)	Silviculture operations
(8)	Leasing and management of real property
(9)	General motor truck transportation operations,
	special motor truck transportation operations, light
	motor truck transportation operations, and
	consigned freight forwarding operations
(10)	Acting as an agent for operations in relation to
	general affairs, accounting and finance,
	purchasing, and human resources and labor
	management, etc.
(11)	Labor dispatch operations

(New)

(12) All operations related to each of the preceding Items

• This company may engage in the operations stipulated in each of the preceding Items as well as operations ancillary or related to the foregoing.

Proposed amendments

Article 2 (Purpose)

This company shall have the purpose of engaging in the operations noted in each of the following Items andcontrolling or managing the businesses activities of companies (including foreign companies) and associations (including overseas entities corresponding to organizations) engaging in the operations noted in each of the following Items and other business entities corresponding to the foregoing and managing operations ancillary or related to such companies, etc., by holding the shares or equity of such companies, etc.

1. Development,manufacture, sale, repair, leasing, maintenance, checking, and inspection of band sawing machines and other metal working equipment
2. Development,manufacture, sale, repair, leasing, maintenance, checking, and inspection of laser markers,press machines and other metal working equipment
3. Development,manufacture, sale, repair, leasing, maintenance, checking, and inspection of electronic devices
4. Development, sale, repair, leasing,maintenance, checking, and inspectionof information network systems that use software and computers related to the devices in each of the preceding Items
5. Development,manufacture, sale, repair, leasing, maintenance, checking, and inspection of molds, jigs, accessories and components related to each of the preceding Items
6. Sale, purchase, and contract sale of secondhand goods noted in each of the preceding Items, and sale of technology and know-how associated with each Item
7. Contract manufacture and contract research and development of the products related to each of the preceding Items

(8)	Design, construction, management, and
	subcontracting for civil engineering, architecture,
	electricity, steel frames, plant, and landscaping
(9)	Silviculture operations
(10)	Leasing and management of real property
(11)	General motor truck transportation operations,
	special motor truck transportation operations, light
	motor truck transportation operations, and
	consigned freight forwarding operations
(12)	Acting as an agent for operations in relation to
	general affairs, accounting and finance, purchasing,
	and human resources and labor management, etc.
(13)	Labor dispatch operations
(14)	Brokerage related to each of the preceding Items
(15)	All operations related to each of the preceding Items

• This company may engage in the operations stipulated in each of the preceding Items as well as operations ancillary or related to the foregoing.

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Current Articles of Incorporation	Proposed amendments
Article 22 (Convening of Meetings of the Board of	Article 22 (Convening of Meetings of the Board of
Directors)	Directors)
Meetings of the board of directors shall be convened by	Meetings of the board of directors shall be convened by
the chairman of the board of directors. When the	the director and president. When the director and
chairman of the board of directorsis unable to perform	presidentis unable to perform such duty, a substitute
such duty, a substitute director in accordance with an	director in accordance with an order stipulated in
order stipulated in advance by a resolution of the board of	advance by a resolution of the board of directors shall
directors shall perform such duty.	perform such duty.
② Notices of the convening of meetings of the board of	② Notices of the convening of meetings of the board of
directors shall be issued to each director and each auditor	directors shall be issued to each director and each auditor
at least three days prior to the day of the meeting.	at least three days prior to the day of the meeting.
Provided, however, that such period may be shortened in	Provided, however, that such period may be shortened in
the event of an emergency.	the event of an emergency.

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Second Item:	Election of two (2) Directors

As stated in the First Item "Partial amendments to the Articles of Incorporation," the Company is scheduled to make a transition to a new structure as of April 1, 2020. Accordingly, Director Kotaro Shibata and Director Hidekazu Kudo will retire by resignation as of March 31, 2020. Thus, the election of two (2) Directors is newly proposed, in order to reorganize the management structure.

The date of appointment of the Directors elected in this item of business shall be April 1, 2020, and in accordance with the provisions of the Company's Articles of Incorporation, their terms of office shall be until the conclusion of the Ordinary General Meeting of Shareholders (to be held in June 2020) for the final fiscal year ending within one year after the election.

The candidates for the Directors are as follows:

Candidate	Name
Ref No.
1	Toshinori Kurihara
New

Board meeting attendance rate

-

Current position and responsibility in the

Company or position in other companies, etc.

Corporate Officer

President of AMADA GmbH

2 Yukihiro Fukui

		Senior Corporate Officer
	-	Director, CEO and Global Manufacture
New
Strategy Promotion Supervisor of AMADA
		NORTH AMERICA, INC.

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Candidate

R e f N o .

1	Toshinori Kurihara	Date of Birth	New
December 2, 1956 (63 years old)

No. of Shares of AMADA

HOLDINGS CO., LTD.

Held (shares)

3,000 shares

Profile, position and responsibility in the Company
November 1982	Joined the Company	October 2015	Managing Director and
April 2003	President of Europe HQ		Senior Executive General
	(France)		Manager of Overseas
January 2007	President of AMADA		Business HQ of AMADA
	ITALIA S.r.l.		MACHINE TOOLS CO.,
April 2010	General Manager of		LTD.
	Overseas Punches and Dies		President of AMADA
	Business Promotion Office,		GmbH
	Overseas Business Div. of		President of AMADA
	Overseas Business HQ of		MACHINE TOOLS
	the Company		AMERICA, INC.
April 2011	President and		President of AMADA
	Representative Director of		MACHINE TOOLS
	AMADA TOOL		EUROPE GmbH
	PRECISION CO., LTD.	April 2016	Corporate Officer of the
June 2012	Corporate Officer of the		Company
	Company		President of AMADA
	President and		GmbH
	Representative Director of		Corporate Officer of
	AMADA TOOL		AMADA MACHINE
	PRECISION CO., LTD.		TOOLS CO., LTD.
April 2013	Corporate Officer of		President of AMADA
	AMADA MACHINE		MACHINE TOOLS
	TOOLS CO., LTD.		EUROPE GmbH
	President of AMADA	April 2018	Corporate Officer of the
	MACHINE TOOLS		Company
	AMERICA, INC.		President of AMADA

GmbH (incumbent)

Important concurrent positions

President of AMADA GmbH

Reasons for nomination as a candidate for Director

Mr. Toshinori Kurihara is executing business appropriately as the representative of the Company group's overseas subsidiary in Germany. He also has in-depth knowledge of global business activities, which he acquired through many years of service in promoting the Company group's overseas business, as well as serving as the representative of overseas subsidiaries. Based on these factors, we have nominated Mr. Kurihara as a candidate for Director, having determined that he is an appropriate candidate capable of contributing to sustainable growth of the Company's corporate value.

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Candidate

R e f N o .

2	Yukihiro Fukui	Date of Birth	New
August 9, 1957 (62 years old)

No. of Shares of AMADA

HOLDINGS CO., LTD.

Held (shares)

18,585 shares

Profile, position and responsibility in the Company
March 1980	Joined Sonoike Mfg. Co.,	April 2010	Corporate Officer
	Ltd. (later merged to		President of AMADA
	become the current		SHANGHAI PUNCH &
	Company)		SHEAR CO., LTD.
October 2002	General Manager of	June 2012	Corporate Officer
	Production Management		Deputy Chairman and
	Dept. of AMADA		President of China RHQ,
	MACHINICS, INC. (later		AMADA (CHINA) CO.,
	merged to become the		LTD.
	current Company)	April 2013	President and
October 2003	Joined the Company upon		Representative Director of
	the merger		AMADA TOOL
April 2004	General Manager of		PRECISION CO., LTD.
	Material Dept.	October 2014	Advisor of the Company
October 2007	Deputy General Manager of		CMO of AMADA
	Fujinomiya Plant		AMERICA, INC.
April 2008	General Manager of	April 2018	Senior Corporate Officer
	Fujinomiya Plant		Director and CEO of
June 2009	Corporate Officer		AMADA NORTH
	Deputy Senior Executive		AMERICA, INC.
	General Manager of Sheet	June 2019	Senior Corporate Officer
	Metal Solution		Director, CEO and Global
	Development and		Manufacture Strategy
	Manufacture HQ		Promotion Supervisor of
	Executive General Manager		AMADA NORTH
	of Production Management		AMERICA, INC.
	Div.		(incumbent)

Important concurrent positions

Director and CEO of AMADA NORTH AMERICA, INC.

Reasons for nomination as a candidate for Director

Mr. Yukihiro Fukui is executing business appropriately as the representative of the Company group's overseas subsidiary in the U.S. He is not only familiar with development and manufacturing acquired through his service as plant managers in Japan and overseas, but also has in-depth knowledge of global business activities acquired through his service as the representative of overseas subsidiaries. Based on these factors, we have nominated Mr. Fukui as a candidate for Director, having determined that he is an appropriate candidate capable of contributing to sustainable growth of the Company's corporate value.

(Notes)

1. There are no special interests between both of Messrs. Toshinori Kurihara and Yukihiro Fukui and the Company.
2. Age of both candidates is as of the conclusion of this General Meeting of Shareholders.

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Third Item	Election of one (1) Audit & Supervisory Board Member

As Audit & Supervisory Board Member Katsuhide Ito will retire by resignation as of March 31, 2020. Thus, the election of one (1) Audit & Supervisory Board Member is newly proposed.

The date of appointment of the Audit & Supervisory Board Member elected in this item of business shall be April 1, 2020, and in accordance with the provisions of the Company's Articles of Incorporation, his term of office shall be until the conclusion of the Ordinary General Meeting of Shareholders (to be held in June 2023) for the final fiscal year ending within four years after the election.

With respect to this item of business, the consent of the Audit & Supervisory Board has been obtained. The candidate for the Audit & Supervisory Board Member is as follows:

Name			Audit & Supervisory	Board meeting	Current position in the
		Board meeting
		attendance rate	Company
			attendance rate
Kotaro Shibata			-	100%	Senior Managing Director
New
	(4/4 meetings)	Assistant to President

(Notes)

1. Mr. Kotaro Shibata will retire from the office of Director of the Company by resignation as of March 31, 2020.
2. The board meeting attendance rate indicates the percentage of attendance as a Director at the meetings of the Board of Directors held during FY2019.

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Kotaro Shibata

No. of Shares of AMADA

HOLDINGS CO., LTD.

Held (shares)

25,000 shares

Participation in meetings of the Board of Directors

100% (4/4 meetings)

Date of Birth	New
January 7, 1953 (66 years old)

Profile and position in the Company
January 1980	Joined the Company	April 2013	Managing Director
October 2001	General Manager of		managing Sales
	Punching Business Dept.	April 2015	Vice President and Director
June 2009	Corporate Officer		of AMADA CO., LTD.
	Executive General Manager	April 2017	President and
	of Sales Management Div.		Representative Director of
June 2010	Director and Corporate		AMADA CO., LTD.
	Officer	June 2017	Senior Managing Director,
	Deputy Senior Executive		the Company
	General Manager of Sales	April 2018	Senior Managing Director
	Management HQ		Senior Corporate Officer
June 2012	Director and Managing		Assistant to President
	Director		Chairman and President,
	Deputy Senior Executive		AMADA (CHINA) CO.,
	General Manager of		LTD.
	Engineering Business HQ	April 2019	Senior Managing Director
			Assistant to President
			(incumbent)

Reasons for nomination as a candidate for Audit & Supervisory Board Member

Mr. Kotaro Shibata is appropriately performing his duties as an assistant to the Director and President. In addition to his long years of experience supervising the sales division, he has broad knowledge and experience of global management as represented by his development of overseas businesses, such as in China and the ASEAN region. Based on these factors, we have nominated Mr. Shibata as a candidate for Audit & Supervisory Board Member, having determined that he is capable of carrying out objective and proper audits.

(Notes)

1. There are no special interests between Mr. Kotaro Shibata and the Company.
2. Age of the candidate is as of the conclusion of this General Meeting of Shareholders.

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