Note: This document has been translated from a part of 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 4348)
May 25, 2022
Dear Shareholders with Voting Rights:
Norihiro Takehara
President
INFOCOM CORPORATION
9-7-2 Akasaka, Minato-ku,Tokyo, Japan
NOTICE OF THE 40th ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
You are hereby informed that the 40th Annual General Meeting of Shareholders of INFOCOM CORPORATION (the "Company") will be held for the purposes described below.
In order to avoid the risk of COVID-19infection at this General Meeting of Shareholders, shareholders are strongly advised to refrain from attending the meeting in person, and instead exercising voting rights in writing or via the Internet.Please review the attached Reference Documents for the General Meeting of Shareholders and exercise your voting rights by following the below "Guide to Exercising Voting Rights."
In view of the spread of COVID-19, shareholders considering attending this General Meeting of Shareholders in person are requested to confirm the status of the pandemic and their own health beforehand, and take the utmost precautions, including wearing a face mask, to prevent infection.
Special measures will be implemented at the venue to prioritize the safety of all shareholders attending. We request your understanding in this matter.
1. Date and Time: Tuesday, June 14 2022 at 3:00 p.m. Japan time (reception desk opens at 2:30 p.m.)
2. Venue: | Tower Hall, Roppongi Academyhills |
Roppongi Hills Mori Tower 49F, 6-10-1 Roppongi, Minato-ku, Tokyo, Japan |
3. Meeting Agenda:
Matters to be reported: The Business Report, Consolidated Financial Statements, and Non-consolidated
Financial Statements for the 40th Fiscal Year (from April 1, 2021 to March 31, 2022) and results of audits by the Accounting Auditors and the Audit Committee on the Consolidated Financial Statements
Matters to be resolved:
Proposal 1: Distribution of Surplus
Proposal 2: Partial Amendments to the Articles of Incorporation
Proposal 3: Election of Eight (8) Directors
- Should the Reference Documents for the General Meeting of Shareholders, Business Report, Consolidated Financial Statements or Non-consolidated Financial Statements require revisions, the revised versions will be posted on the Company's website.
- Japanese and English versions of this Notice can be viewed on the Company's website. The Company's Japanese website: https://www.infocom.co.jp/
The Company's English website: https://www.infocom.co.jp/en/
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Guide to Exercising Voting Rights
Shareholders who will not be attending the meeting
Exercise by postal mail in writing
Please indicate your vote for or against the proposals on the Voting Rights Exercise Form and return it by mail.
Deadline | Voting Rights Exercise Forms should arrive no later than 5:30 |
p.m. Japan time on Monday, June 13, 2022. | |
Please refer to the "Exercise of Voting Rights via the Internet" on the next page and indicate | |
Exercise via the Internet | your vote for or against. |
Deadline | Voting rights should be exercised no later than 5:30 p.m. Japan |
time on Monday, June 13, 2022. | |
Exercise by attending the meeting
Shareholders who will be attending the meeting
Please present the Voting Rights Exercise Form at the reception desk.
Please be advised that persons other than shareholders with voting rights, such as proxies who are not shareholders and persons accompanying shareholders, are not permitted to enter the venue of the General Meeting of Shareholders.
Date and time | Tuesday, June 14, 2022 at 3:00 p.m. Japan time |
of the meeting | |
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Exercise of Voting Rights via the Internet
You can exercise your voting rights via the Internet only by accessing the Company's designated Voting Rights Exercise Website (https://evote.tr.mufg.jp/) via a personal computer or a smartphone, etc.
Scanning QR code by your smartphone
You can exercise voting rights without entering "login ID" and "temporary password" by using your smartphone. You may login to the website by scanning the "QR code for log in" provided on the voting stub (right-hand side) of the enclosed Voting Rights Exercise Form.
*You may exercise your voting rights only once by the above method. To log in to the website more than once, please follow the instructions below.
Entering login ID and temporary password
How to use Voting Rights Exercise Website
- Access the Voting Rights Exercise Website.
- Enter your "login ID" and "temporary password" printed at the bottom right of the Voting Rights Exercise Form.
- Enter both a "New password" and "New password (for confirmation)"
- Indicate your approval or disapproval by following the instructions on the screen.
(Notes)
- Votes via the Internet will be accepted until 5:30 p.m. Japan time on the day before the general meeting of shareholders (Monday, June 13, 2022).
- If you have exercised your voting rights both by postal mail and via the Internet, only the vote exercised via the Internet will be valid.
- If you have exercised your voting rights more than once via the Internet, the last vote will be valid.
Inquiries regarding the system, etc. (Help Desk)
Stock Transfer Agency Department, Mitsubishi UFJ Trust and Banking Corporation Toll-free number 0120-173-027 (9:00 a.m. - 9:00 p.m., toll-free within Japan)
To Institutional Investors: The Electronic Voting System Platform is available.
- In addition to the voting methods via the Internet described above, trust banks and other nominal shareholders (including standing proxies) can use the Electronic Voting System Platform by applying in advance to use the platform as an electromagnetic means of exercising your voting rights for this General Meeting of Shareholders. The platform is operated by ICJ Inc., a joint venture company established by Tokyo Stock Exchange, Inc., etc.
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Reference Documents for the General Meeting of Shareholders
Proposal 1: Distribution of Surplus
The Company Group considers stable profit distribution an important management issue in order to enhance shareholder value. Our policy is to aim for a dividend payout ratio of 30%, in consideration of the balance of demand for funds, by maintaining a sound financial position and prioritizing investments necessary for mid- to long-term business expansion as well as by striving to provide stable dividends, and increase dividends in line with improved business performance.
Based on this policy, for the year under review, the year-end dividend will be 37 yen per share as detailed below.
- Type of dividend property: Cash
- Matters regarding allocation of dividend property and total amount thereof: 37 yen per ordinary share of the Company
Total amount of dividend | 2,026,890,821 yen |
- Effective date for distribution of surplus: June 16, 2022
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Proposal 2: Partial Amendments to the Articles of Incorporation
1. Reason for the amendments
The amended provisions stipulated in the proviso to Article 1 of the supplementary provisions of the "Act Partially Amending the Companies Act" (Act No. 70 of 2019) will be enforced on September 1, 2022. Accordingly, in order to prepare for the introduction of the system for electronic provision of materials for general meetings of shareholders, the Articles of Incorporation of the Company shall be amended as follows.
- The proposed Article 14, Paragraph 1 provides that information contained in the reference documents for the general meeting of shareholders, etc. shall be provided electronically.
- The purpose of the proposed Article 14, Paragraph 2 is to establish a provision to limit the scope of matters to be included in the paper copy to be sent to shareholders who have requested it.
- The provisions related to the internet disclosure and deemed provision of the reference documents for the general meeting of shareholders, etc. (Article 14 of the current Articles of Incorporation) will become unnecessary and will therefore be deleted.
- In line with the above establishment and deletion of the provisions, supplementary provisions related to the effective date, etc. shall be established.
2. Details of the amendments
The details of the change is as follows. | |||||
(Amended | parts are underlined.) | ||||
Current Articles of Incorporation | Proposed Amendments | ||||
(Internet Disclosure and Deemed Provision of | |||||
Reference Documents for the General Meeting of | < Deleted > | ||||
Shareholders, Etc.) | |||||
Article 14. | |||||
The Company may, when convening a general | |||||
meeting of shareholders, deem that it has provided | |||||
information to shareholders pertaining to matters | |||||
to be described or indicated in the reference | |||||
documents for the general meeting of | |||||
shareholders, business report, non-consolidated | |||||
financial statements, and consolidated financial | |||||
statements, by disclosing such information | |||||
through the Internet in accordance with the | |||||
provisions provided in the Ordinance of the | |||||
Ministry of Justice. | |||||
< Newly established > | (Measures for Electronic Provision, Etc.) | ||||
Article 14. | |||||
The Company shall, when convening a general | |||||
meeting of shareholders, provide information | |||||
contained in the reference documents for the | |||||
general | meeting | of | shareholders, | etc. | |
electronically. | |||||
2. Among | the matters to be provided | ||||
electronically, the Company may choose not to | |||||
include all or part of the matters stipulated in the | |||||
Ordinance of the Ministry of Justice in the paper | |||||
copy to be sent to shareholders who have | |||||
requested it by the record date for voting rights. |
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Attachments
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- Original Document
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Disclaimer
Infocom Corporation published this content on 25 May 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 May 2022 16:12:28 UTC.