This document has been translated from 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.
Securities code: 4662 June 14, 2023 (Commencement date of measures for electronic provision: June 7, 2023)
To Shareholders with Voting Rights:
Keiichi Mori
President, Representative Director
Focus Systems Corporation
2-7-8 Higashi Gotanda, Shinagawa-ku,
Tokyo, Japan
NOTICE OF
THE 47TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 47th Ordinary General Meeting of Shareholders of Focus Systems Corporation (the "Company") will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for electronic provision, and posted matters subject to the measures for electronic provision as the "Notice of the 47th Ordinary General Meeting of Shareholders" on the following website on the Internet.
[Company's website] https://www.focus-s.com/focus-s/en/
You are kindly requested to access the website above and check the information.
In addition to the above, this information has also been posted on the following website on the Internet. [Tokyo Stock Exchange (TSE) website] https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the TSE website above, enter the Company's issue name (company name) or securities code "4662" and click "Search," then select "Basic information" and "Documents for public inspection/PR information" and view the contents of the "Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting."
If you are unable to attend the Meeting in person, you may exercise your voting rights in writing or via the Internet, etc. Please review the Reference Documents for the General Meeting of Shareholders below, follow the "Guide to the Exercise of Voting Rights" on page 3 of the Japanese version of the Notice, and exercise your voting rights no later than 5:45 p.m. on June 28, 2023 (JST).
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1. Date and Time: Thursday, June 29, 2023 at 10:00 a.m. (JST) (Reception is scheduled to start at 9:30 a.m.)
2. Place: | TKP Garden City Premium Tamachi |
4th floor, msb Tamachi Station Tower S | |
3-1-21, Shibaura, Minato-ku, Tokyo, Japan |
3. Meeting Agenda:
Matters to be reported:The Business Report and Non-Consolidated Financial Statements for the Company's 47th Fiscal Year (April 1, 2022 - March 31, 2023)
Proposals to be resolved:
Proposal 1: Appropriation of Surplus
Proposal 2: Election of Six (6) Directors
Proposal 3: Election of One (1) Audit & Supervisory Board Member
Proposal 4: Provision of Bonuses to Directors
- When attending the Meeting in person, please submit the enclosed voting form at the reception.
- In accordance with Article 15 of the Company's Articles of Incorporation, exercise of voting rights by proxy is permitted, provided that another shareholder with voting rights is designated as a proxy. To enable exercise of voting rights by proxy, please submit a document evidencing the proxy's power of representation (proxy form).
- If there is no indication of approval or disapproval for each proposal on the voting form, the Company will treat the vote as an approval.
- Of the paper-based documents delivered to shareholders who have requested document delivery, the Company does not include the "Company structure and policy" of the Business Report, the "Non- Consolidated Statement of Changes in Shareholders' Equity" and "Notes to Non-Consolidated Financial Statements" of the Non-Consolidated Financial Statements in accordance with laws and regulations and Article 13 of the Company's Articles of Incorporation. These are a portion of the documents that have been audited by the Audit & Supervisory Board Members and Accounting Auditor in preparing their audit reports.
- Any revisions to the matters subject to the measures for electronic provision will be posted on each website on which the matters are posted.
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Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1: Appropriation of Surplus
Based on the Company's policy of continuous stable dividends and taking into consideration profit distribution in line with business performance of the current fiscal year, the Company proposes to pay a year-end dividend for the current fiscal year as follows.
- Type of dividend property Cash.
-
Matters concerning allotment of dividend property to shareholders and their aggregate amount 30 yen per common share of the Company (ordinary dividend: 30 yen)
(Reference) The annual dividend, including interim dividend, will be 35 yen per share. Total amount: ¥452,804,400 - Effective date of distribution of surplus June 30, 2023
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Proposal 2: Election of Six (6) Directors
Of the eight (8) Directors, the terms of office of six (6) Directors, Hiroyuki Miura, Makoto Muroi, Makoto Goto, Takahiro Suzuki, Toshihiko Yamaguchi, and Mayumi Araya will expire at the conclusion of this year's Ordinary General Meeting of Shareholders. Accordingly, the Company proposes the election of six (6) Directors.
The candidates for Director are as follows:
No. | Name | Career summary, positions, responsibilities, | ||
(Date of birth) | and significant concurrent positions | |||
Hiroyuki Miura | December | 1981 | Joined the Company | |
April | 1989 | Section Manager, Systems Development Department 1 | ||
(October 17, 1962) | ||||
April | 1996 | Development Department Manager, Business Division 2 | ||
[Reappointment] | April | 2002 | Control Department 2 Manager, Business Headquarters 2 | |
Years in office as | April | 2003 | IT Services Division Manager | |
April | 2009 | Control Department Manager, Business Department | ||
1 | Director | June | 2009 | Director; Control Department Manager, Business |
(as of the end of this | ||||
Department | ||||
Meeting) | ||||
April | 2011 | Executive Managing Director; In charge of Business | ||
14 years | ||||
Headquarters; Communications Business Headquarters | ||||
Numbers of shares of | Manager | |||
June | 2012 | Vice-President, Representative Director; Communications | ||
the Company held | Business Headquarters Manager | |||
229,700 shares | ||||
April | 2014 | Vice-President, Representative Director (current position) | ||
[Reason for nomination as candidate for Director]
Mr. Hiroyuki Miura possesses practical experience gained in his years working in systems development business divisions, as well as management experience as Vice-President, Representative Director of the Company. He has led the Company's main businesses with a strong leadership, playing an important role in its growth process. We would like to continue to utilize his experience and abilities in our management, and thus have nominated him as a candidate for Director.
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No. | Name | Career summary, positions, responsibilities, | ||
(Date of birth) | and significant concurrent positions | |||
March | 1985 | Joined the Company | ||
April | 1997 | Section Manager, Systems Department 1, Business Division | ||
4 | ||||
April | 2001 | Sales Department Manager, Sales Planning Division, | ||
Business Headquarters 2 | ||||
April | 2004 | IT Solution Services Department Manager, IT Services | ||
Division | ||||
April | 2008 | IT Services Division Deputy Manager | ||
April | 2009 | IT Services Division Manager | ||
Makoto Muroi | April | 2011 | IT Services Headquarters Manager | |
June | 2011 | Director; IT Services Headquarters Manager | ||
(May 21, 1963) | ||||
April | 2014 | Executive Managing Director; IT Services Headquarters 1 | ||
[Reappointment] | May | 2014 | Manager; IT Services Headquarters 2 Manager | |
Executive Managing Director; In charge of IT Services | ||||
Years in office as | Headquarters 1 and IT Services Headquarters 2 | |||
2 | Director | April | 2015 | Executive Managing Director; In charge of IT Services |
(as of the end of this | Headquarters and IT Innovation Headquarters | |||
Meeting) | April | 2016 | Executive Managing Director; In charge of IT Services | |
12 years | Headquarters, IT Solutions Headquarters, and IT Innovation | |||
Headquarters | ||||
Numbers of shares of | April | 2017 | Executive Managing Director; In charge of Public Financial | |
the Company held | Business Headquarters and IT Services Headquarters | |||
159,800 shares | June | 2017 | Senior Managing Director; In charge of Public Financial | |
Business Headquarters and IT Services Headquarters | ||||
April | 2019 | Senior Managing Director; In charge of Public Financial | ||
Business Headquarters and Digital Business Headquarters | ||||
April | 2022 | Senior Managing Director; In charge of Public Financial | ||
Business Headquarters 1, Public Financial Business | ||||
Headquarters 2, and Digital Business Headquarters | ||||
April | 2023 | Senior Managing Director; In charge of Public Financial | ||
Business Headquarters, Public Corporation Business | ||||
Headquarters, and Digital Business Headquarters (current | ||||
position) |
[Reason for nomination as candidate for Director]
Mr. Makoto Muroi possesses practical experience gained in his years working in systems development business divisions, as well as management experience as Director of the Company. He has greatly contributed to the growth of the Company by elevating the maintenance and operation business up to one of the Company's revenue foundations as it expanded business areas through structural revitalization in which he took initiative. We would like to continue to utilize his experience and abilities in our management, and thus have nominated him as a candidate for Director.
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Focus Systems Corporation published this content on 05 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 June 2023 07:19:05 UTC.