Ibiden : Notice of the 167th Ordinary General Meeting of Shareholders （PDF/566.4 KB）

Notice of the 167th Ordinary General Meeting of Shareholders

Date & Time: 10:00 a.m. (Japan Time), on Wednesday, June 17, 2020

Venue: IBIDEN Co., Ltd. Headquarters Conference Room (the 2nd floor), 2-1Kanda-cho,Ogaki-city, Gifu Pref.

Agenda:

Matters to be reported:

1. Business Report and Consolidated Financial Statements, and Audit Reports by the Accounting Auditors and the Audit and Supervisory Committee on the Consolidated Financial Statements, for the 167th Fiscal Year (from April 1, 2019 to March 31, 2020)
2. Financial Statements for the 167th Fiscal Year (from April 1, 2019 to March 31, 2020)

Matters to be resolved:

Proposal: Election of Seven (7) Directors who are not Audit and Supervisory Committee Members

Company's Website: https://www.ibiden.co.jp/

If there is any minor amendment to the "Reference Materials for General Meeting of Shareholders," "Business Report," "Financial Report" and/or "Consolidated /Non-consolidated Financial Statements", such amendment will be posted on the Company's website indicated above. Additionally, pursuant to the Japanese laws and regulations and Article 15 of the Company's, "Items related to Corporate Director (6) Outside Corporate Director", "Company structure and Company Policy" of Business Report, "Consolidated Financial Statements of Changes in Net Assets" and "Notes to Consolidated Financial Statements of Change in Net Assets" of Consolidated Financial Statements, and "Statements of Changes in Net Assets" and "Notes to Non-ConsolidatedFinancial Statements" of Financial Statement will be posted on the website above, and thus not included in the documents accompanying the Notice of the 167th Ordinary General Meeting of Shareholders. Moreover, these items will be audited by the Accounting Auditors, and Audit and Supervisory Committee.

This document is an English translation of the Notice of the 167th Ordinary General Meeting of Shareholders originally prepared in Japanese. This English translation is for general reference purposes only and is subject to errors and omissions. All information contained herein is deemed accurate, but is not guaranteed.

―1―

Proposal		Election of Seven (7) Directors who are not Audit and Supervisory
	Committee Members

The terms of office of all seven (7) current Directors will expire at the conclusion of the Ordinary General Meeting of Shareholders. Accordingly, it is proposed that seven (7) Members of the Board of Directors who are not Audit and Supervisory Committee Members be elected.

The candidates for the Directors who are not Audit and Supervisory Committee Members are as follow: The brief personal information for respective candidates is referred to Page 3 through 6.

Candidate									Attendance at the	Years of
		Name		Positions and Responsibilities	Board of Directors'
Number				Service
								Meeting in 2019
					Chairman of the Board, Representative
1			Hiroki TAKENAKA		Director, Chairman of the Board Meeting,	11/11 times	23 years
	Reassignment
		Administrator of Corporate Business	(100%)
					Operation
					President & CEO, Representative
					Director, Administrator of Corporate	11/11 times
2		Reassignment	Takeshi AOKI		Business Operation, Corporate Executive	7 years
		(100%)
					Director of Ceramics Operation, R&D
					Operation and Internal Audit Division
					Executive Vice President, Representative
					Director, Corporate Executive Director of
					Quality Unit, Engineering Unit, Production
3			Kozo KODAMA		Unit and System Promotion Unit, President	11/11 times	5 years
	Reassignment
		of Strategic Manufacturing Operation and	(100%)
					MLB Operation, President of IBIDEN
					Electronics Beijing, Chairman of IBIDEN
					Electronics Malaysia
					Director & Senior Executive Officer,
4			Masahiko IKUTA		President of Strategic Corporate Planning	11/11 times	2 years
	Reassignment
		Operation, Corporate Executive Director of	(100%)
					PKG Operation and IR
5			Chiaki		Candidate of		Candidate of		11/11 times	6 years
	Reassignment		Outside		Independent
	YAMAGUCHI				(100%)
				Director		Director
6			Toshio MITA		Candidate of		Candidate of		11/11 times	3 years
	Reassignment		Outside		Independent		(100%)
					Director		Director
7			Noriko ASAI		Candidate of		Candidate of		-	-
	New		Outside		Independent
					Director		Director

―2―

Reassignment

Numbers of the

Company's Shares

Owned 121,000

Including Numbers of the

Company's Shares

Granted on Stock

Compensation Plan

27,400

Candidate Number				Date of Birth:
１		Hiroki TAKENAKA
		January 1, 1951
Brief Personal History, Positions, Responsibilities and Significant Positions Concurrently Held
April 1973	Joined IBIDEN Co., Ltd.	January 2015	Corporate Executive Director of
June 1997	Director		R&D Operation
June 2001	Managing Director	March 2016	Corporate Executive Director of
June 2005	Director & Executive		Affiliates and Subsidiaries
	Managing Officer	June 2017	Chairman of the Board,
April 2007	President & CEO,		Representative Director (present)
	Representative Director,	June 2018	Corporate Executive Director of
	Administrator of Corporate		Electronics Operation
	Business Operation (present)

Reasons for his Nomination as a Candidate for Director of the Company

Mr. Hiroki TAKENAKA has wide-range knowledge as a Corporate Manager and Director of the Company and abundant experience in business operation of the Company. As the Company judges that he has sufficient knowledge and experience that enable him to make decision on the execution of important business for the Company and to supervise the execution of duties by directors, we nominate him as a candidate of Director of the Company.

Candidate Number
２	Takeshi AOKI

Date of Birth:

February 4, 1958

Brief Personal History, Positions, Responsibilities and Significant Positions Concurrently Held

	April 1981	Joined IBIDEN Co., Ltd.	April 2017	Administrator of Corporate
	April 2008	Corporate Officer		Business Operation (present),
	June 2013	Director & Corporate Officer		Corporate Executive Director of
	April 2014	Director & Managing Officer		Ceramics Operation
	April 2014	Vice President of Ceramics	June 2017	President & CEO,
		Operation		Representative Director (present)
Reassignment
March 2016	Executive Vice President,	June 2018	Corporate Executive Director of
Numbers of the		Representative Director		R&D Operation (present)
Company's Shares
March 2016	President of Ceramics	April 2019	Corporate Executive Director of
Owned
	Operation		Internal Audit Division (present)
58,700

Including Numbers of the

Company's Shares

Granted on Stock

Compensation Plan

27,400

Reasons for his Nomination as a Candidate for Director of the Company

Mr. Takeshi AOKI has wide-range knowledge as a Representative Director of the Company and abundant experience in Ceramics Operation. As the Company judges that he has sufficient knowledge and experience that enable him to make decision on the execution of important business for the Company and to supervise the execution of duties by directors, we nominate him as a candidate of Director of the Company.

―3―

Candidate Number
３	Kozo KODAMA

Date of Birth:

March 23, 1963

Reassignment

Numbers of the

Company's Shares

Owned 40,800

Including Numbers of the

Company's Shares

Granted on Stock

Compensation Plan

18,900

Brief Personal History, Positions, Responsibilities and Significant Positions Concurrently Held

April 1986	Joined IBIDEN Co., Ltd.	April 2017	President of Corporate Strategic
April 2012	Corporate Officer		Manufacturing Operation (present),
April 2012	Vice President of IBIDEN		Corporate Executive Director of
	Philippines Inc.		CSR Promotion Division and
January 2015	Managing Officer		Energy Control Division
January 2015	Vice President of	February	Chairman of IBIDEN
	Electronics Operation	2018	Electronics Malaysia (present)
June 2015	Director & Managing Officer	June 2018	Corporate Executive Director of
March 2016	Executive Vice President,		Quality Unit, Engineering Unit &
	Representative Director		Production Unit (present)
	(present)	December	President of MLB Operation
		2018	(present), President of IBIDEN
			Electronics Beijing (present)
		April 2019	President of System Promotion
			Unit (present)

Reasons for his Nomination as a Candidate for Director of the Company

Mr. Kozo KODAMA has wide-range knowledge as a Representative Director of the Company, deep knowledge in Technology and Production Operations and experience in affiliating overseas production companies. As the Company judges that he has sufficient knowledge and experience that enable him to make decision on the execution of important business for the Company and to supervise the execution of duties by directors, we nominate him as a candidate of Director of the Company.

Reassignment

Numbers of the

Company's Shares

Owned 38,100

Including Numbers of the

Company's Shares

Granted on Stock

Compensation Plan

13,500

Candidate Number		Date of Birth:
４	Masahiko IKUTA
August 19, 1962

Brief Personal History, Positions, Responsibilities and Significant Positions Concurrently Held

April 1985	Joined IBIDEN Co., Ltd.	March 2016	Director & Executive Managing
April 2010	Corporate Officer		Officer
October	Corporate Executive Director	April 2017	Corporate Executive Director of
2013	of FGM Operation		Affiliates and Subsidiaries
October	Corporate Executive Director	June 2018	Director & Executive Managing
2013	of IR, President of Strategic		Officer
	Corporate Planning	April 2019	Corporate Executive Director of
	Operations (present)		PKG Operation (present)
June 2014	Director & Managing Officer	April 2020	Director & Senior Executive
			Officer (present)

Reasons for his Nomination as a Candidate for Director of the Company

Mr. Masahiko IKUTA has wide-range knowledge as a Director of the Company and adequate experience in Strategic Corporate Planning Operation. As the Company judge that he has sufficient knowledge and experience that enable him to make decision on the execution of important business for the Company and to supervise the execution of duties by directors, we nominate him as a candidate of Director of the Company.

―4―

Reassignment

Candidate of

Outside Director

Candidate of

Independent Director

Numbers of the

Company's Shares

Owned

11,900

Candidate Number		Date of Birth:
５	Chiaki YAMAGUCHI
December 25, 1949

Brief Personal History, Positions, Responsibilities and Significant Positions Concurrently Held

June 2003 Full-time Corporate Auditor of Toyota Motor Corporation (retired on June 2011)

June 2011 Executive Managing Director of Toyota Industries Corporation

June 2012 Representative Director & Senior Vice President of Toyota Industries Corporation (retired on June 2015)

June 2014 Outside Director of IBIDEN Co., Ltd. (present)

June 2015 President & Representative Director of Towa Real Estate Co., Ltd. (retired on June, 2018)

June 2015 Outside Director of Nakanihon Kogyo Co., Ltd. (retired on June 2019)

June 2018 Outside Auditor of Central Nippon Expressway Company Limited (present)

June 2018 Advisor of Towa Real Estate Co., Ltd. (retired on June 2019)

June 2019 Contract Officer for Special Duties of Towa Real Estate Co., Ltd. as former President

• Representative Director (present)
  Other Major Position Concurrently Held
  Contract Officer for Special Duties of Towa Real Estate Co., Ltd. as former President & Representative Director
  Outside Auditor of Central Nippon Expressway Company Limited

Relation between his Major Concurrent Duty and the Company

The Company has no special interest with his concurrent duties.

Reasons for his Nomination as a Candidate of Outside Director of the Company

The Company proposes that Mr. Chiaki YAMAGUCHI be elected as an Outside Director, in expectation of the advice and supervision, which he will be able to provide based on his abundant and wide-ranging experience and expertise, including those in relation to corporate management.

Reassignment

Candidate of

Outside Director

Candidate of

Independent Director

Numbers of the

Company's Shares

Owned

2,300

Candidate Number	Toshio MITA	Date of Birth:
６	November 2, 1946

Brief Personal History, Positions, Responsibilities and Significant Positions Concurrently Held

April 1969 Joined Chubu Electric Power Co., Inc.

June 2003 Managing Officer, Tokyo Office Manager of Chubu Electric Power Co., Inc.

June 2005 Director, Senior Managing Executive Officer, President of Sales Company of Chubu Electric Power Co., Inc.

June 2006 President & CEO of Chubu Electric Power Co., Inc.

June 2007 President &CEO, Representative Director of Chubu Electric Power Co., Inc.

June 2010 Chairman of the Board at Chubu Electric Power Co., Inc.

June 2015 Advisor of Chubu Electric Power Co., Inc. (present)

June 2015 Outside Auditor of NYK Line (retired on June 2019)

June 2017 Outside Director of IBIDEN Co., Ltd. (present)

June 2018 Outside Auditor of Nagoya Railroad Co., Ltd. (present)

June 2019 Outside Auditor of Chubu-Nippon Broadcasting Co., Ltd.(present) Other Major Position Concurrently Held

Advisor of Chubu Electric Power Co., Inc. Outside Auditor of Nagoya Railroad Co., Ltd.

Outside Auditor of Chubu-Nippon Broadcasting Co., Ltd.

Relation between his Major Concurrent Duty and the Company

The Company has no special interest with his concurrent duties.

Reasons for his Nomination as a Candidate of Outside Director of the Company

The Company proposes that Mr. Toshio MITA be elected as an Outside Director, in expectation of the advice and supervision, which he will be able to provide based on his abundant and wide-ranging experience and expertise, including those in relation to corporate management.

―5―

New

Candidate of

Outside Director

Candidate of

Independent Director

Numbers of the

Company's Shares

Owned

nil

Candidate Number	Noriko ASAI	Date of Birth:
７	July 25, 1964

Brief Personal History, Positions, Responsibilities and Significant Positions Concurrently Held

March 1997 Assistant Instructor at the School of Economics of Nagoya University

March 1999 Nagoya University Ph.D. in Economics

April 2003 Associate Professor at the School of Management of Chukyo University

April 2007 Professor at the School of Management of Chukyo University

June 2015 Outside Director of CKD Corporation (present) Other Major Position Concurrently Held

Professor at the School of Management of Chukyo University Outside Director of CKD Corporation

Relation between his Major Concurrent Duty and the Company

The Company has no special interest with her concurrent duties.

Reasons for his Nomination as a Candidate of Outside Director of the Company

The Company proposes that Ms. Noriko ASAI be elected as an Outside Director, in expectation of the advice and supervision, which she will be able to provide based on her abundant and wide- ranging academic knowledge, experience and expertise in business economics as an academic expert.

(Annotation)

1. The Company has no special interests with any of the candidates above.
2. Liability limitation agreements with Outside Directors who are not Audit and Supervisory Committee Members. Outline of contents of the liability limitation agreement as follows:
   The Company has executed with Messrs. Chiaki YAMAGUCHI and Toshio MITA, Outside Directors, with an agreement for limitation of liability for damage as stipulated in Article 423.1 of the Companies Act. The Company will continue the liability limitation agreement with both of them if the proposal is resolved. Outline of contents of the liability limitation agreement as follows:
3. 1. Liability for damage incurred due to an outside director's failure to perform his/her duties as an Outside Director shall be up to the amount of 20 million yen or the minimum liability amount stipulated in Article 425.1 of the Companies Act, whichever is higher.
   2. The limitation of liability above applies only if an outside director has performed the duties that have caused his/her liability, without knowledge thereof and has not been grossly negligent in performing the same.
      If this proposal is approved, an agreement with the same terms and conditions as those set forth above will also be renewed with Ms. Noriko ASAI, upon her assumption of office as Outside Director.
4. Pursuant to the provisions prescribed by Tokyo Stock Exchange, Inc. and Nagoya Stock Exchange, Inc., Messrs. Chiaki YAMAGUCHI and Toshio MITA as Independent Directors, and Ms. Noriko ASAI as a candidate of Independent Director have been appointed and registered with both Stock Exchanges.
5. Mr. Toshio MITA engaged in NYK Line as an Outside Director from June 2015. For the duration of the term, he corroborated his suspicion that some of former local management of NYK Car Carrier (China), one of its consolidated subsidiaries, accounted unjust expenditures though the investigation ended on March 2018.
   Nippon Cargo Airlines Co., Ltd, one of NYK Line's subsidiaries, also received the administrative measures by the Minister of land, Infrastructure, Transport and Tourism for the inappropriate operations of aircraft maintenance etc. and filed implement measures on July 2018. Mr. Toshio MITA had been unaware of the said cases until he was reported. He used to make statements from the point of view of legal compliance until then, and he continued delivering proposals on exhaustive investigations into the cause of them and recurrence preventions for them.

―6―

CONSOLIDATED BALANCE SHEETS

Account	Millions of Yen
(Assets)
Current Assets	300,244
Cash and deposits	175,151
Notes and accounts receivable -	69,013
trade
Merchandise and finished goods	12,416
Work in process	13,248
Raw materials and supplies	19,615
Other - current assets	10,934
Less - allowance for	△136
doubtful accounts
Noncurrent Assets	218,374
Property, plant and equipment	173,514
Buildings and Structures	56,249
Machinery, equipment and vehicles	43,322
Land	19,800
Lease assets	7
Construction in progress	48,731
Other - property, plant	5,403
and equipment
Intangible assets	4,486
Investments and other assets	40,374
Investment securities	34,461
Long-term loans receivable	8
Deferred tax assets	4,463
Other - investments	1,684
and other assets
Less - allowance for	△244
doubtful accounts
Total Assets	518,619

Note: Amounts less than one million yen are omitted.

Account	Millions of Yen
(Liabilities)
Current Liabilities	120,736
Notes and accounts payable - trade	45,555
Short-term loans payable	30,030
Accounts payable - other	18,188
Accrued income taxes	3,016
Provision for bonuses	3,906
Provision for directors' bonuses	132
Provision for loss on liquidation of	763
subsidiaries and affiliates
Notes payable - facilities	7,721
Other - current liabilities	11,422
Non-Current Liabilities	123,948
Bonds payable	50,000
Long-term loans payable	70,000
Lease obligations	38
Deferred tax liabilities	68
for land revaluation
Net defined benefit liability	827
Provision for share-based	250
compensation
Deferred tax liabilities	1,644
Other - long-term liabilities	1,118
Total Liabilities	244,684
(Net Assets)
Shareholders' Equity	254,734
Capital stock	64,152
Capital surplus	64,579
Retained earnings	128,578
Less - treasury stock, at cost	△2,575
Accumulated other comprehensive	13,584
Income
Valuation difference on	9,232
available-for-sale securities
Revaluation reserve for land	160
Foreign currency translation	4,191
adjustments
Non-controlling interests	5,615
Total Net Assets	273,934
Total Liabilities and Net Assets	518,619

(Concluded)

―7―

CONSOLIDATED STATEMENTS OF INCOME

Account	Millions of Yen
Net sales			295,999
Cost of sales			227,845
Gross profit			68,153
Selling, general and administrative expenses			48,467
Operating income			19,685
Non-operating income
Interest and dividends income	1,322
Foreign exchange gain, net	587
Other - non-operating income	642		2,552
Non-operating expenses
Interest expenses	194
Bond issuance cost	146
Loss on mothballing of operation	91
Other - non-operating expenses	440		874
Ordinary income			21,364
Extraordinary income
Gain on sales of noncurrent assets	236
Gain on sales of investment securities	20
Other - extraordinary income	5		261
Extraordinary loss
Loss on retirement of noncurrent assets	2,427
Impairment loss	458
Loss on sales of investment securities	45
Loss on liquidation of subsidiaries and affiliates	458
Extra retirement payments	513
Other - extraordinary loss	197		4,100
Income before income taxes			17,525
Income taxes - current	6,471
Income taxes - deferred	△483		5,987
Net income			11,537
Profit attributable to non-controlling interests			207
Profit attributable to owners of parent			11,329

Note: Amounts less than one million yen are omitted.

(Concluded)

―8―

BALANCE SHEETS

Account	Millions of Yen
(Assets)
Current Assets	198,258
Cash and deposits	132,447
Notes receivable - trade	1,202
Accounts receivable - trade	34,858
Merchandise and finished goods	3,202
Work in process	6,886
Raw materials and supplies	5,096
Other - current assets	14,574
Less - allowance for	△9
doubtful accounts
Noncurrent Assets	227,459
Property, plant and equipment	87,027
Buildings	13,348
Structures	7,418
Machinery and equipment	12,009
Land	11,193
Construction in progress	41,013
Other - property, plant	2,043
and equipment
Intangible assets	2,063
Investments and other assets	138,368
Investment securities	33,026
Stock of subsidiaries and affiliates	104,028
Deferred tax assets	746
Other - investments	585
and other assets
Less - allowance for	△18
doubtful accounts
Total Assets	425,718

Note: Amounts less than one million yen are omitted.

Account	Millions of Yen
(Liabilities)
Current Liabilities	106,228
Notes payable - trade	3,660
Accounts payable - trade	19,396
Short-term loans payable	30,000
Accounts payable - other	21,660
Accrued income taxes	1,037
Deposit received	17,073
Provision for bonuses	2,581
Provision for directors' bonuses	132
Notes payable - facilities	7,592
Other - current liabilities	3,095
Non-Current Liabilities	120,485
Bonds payable	50,000
Long-term loans payable	70,000
Provision for share-based	250
compensation
Other - long-term liabilities	235
Total Liabilities	226,713
(Net assets)
Shareholders' Equity	189,926
Capital stock	64,152
Capital surplus	64,579
Legal capital surplus	64,579
Retained earnings	63,769
Legal retained earnings	3,548
Other retained earnings	60,221
Reserve for advanced	75
depreciation of non-current assets
General reserve	8,600
Retained earnings brought forward	51,545
Less - treasury stock, at cost	△2,575
Valuation and translation adjustments	9,078
Valuation difference on	9,078
available-for-sale securities
Total Net Assets	199,004
Total Liabilities and Net Assets	425,718

(Concluded)

―9―

STATEMENTS OF INCOME

Account	Millions of Yen
Net Sales			146,681
Cost of sales			110,148
Gross profit			36,532
Selling, general and administrative expenses			29,105
Operating income			7,427
Non-operating income
Interest and dividends income	6,905
Foreign exchange gains, net	742
Other - non-operating income	449		8,097
Non-operating expense
Interest expenses	292
Bond issuance cost	146
Rent expenses on facilities	157
Other - non-operating expenses	110		706
Ordinary income			14,818
Extraordinary income
Gain on sales of noncurrent assets	113
Gain on sales of investment securities	0		114
Extraordinary loss
Loss on retirement of noncurrent assets	1,588
Loss on valuation of investment securities	45
Impairment loss	237
Other - extraordinary loss	53		1,925
Income before income taxes			13,007
Income taxes - current	2,211
Income taxes - deferred	△94		2,117
Net income			10,890

Note: Amounts less than one million yen are omitted.

(Concluded)

―10―