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.
(Stock Exchange Code 4975)
June 13, 2022
To Shareholders with Voting Rights:
Masashi Kimura
Representative Director, President and CEO
JCU CORPORATION
8-1 Higashiueno 4-chome,Taito-ku,
Tokyo, Japan
NOTICE OF
THE 62ND ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially notified of the 62nd Annual General Meeting of Shareholders of JCU CORPORATION (the "Company"). The meeting will be held for the purposes as described below.
To prevent the spread of the novel coronavirus infection, we recommend that you exercise your 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 5:30 p.m. on Monday, June 27, 2022, Japan time.
1. Date and Time: Tuesday, June 28, 2022, at 10:00 a.m. Japan time (The reception desk opens at 9:30 a.m.)
2. Place: | Conference room at the Head Office of the Company located at |
TIXTOWER UENO 16F, 8-1 Higashiueno 4-chome,Taito-ku, Tokyo, Japan |
3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company's
62nd Fiscal Year (April 1, 2021 - March 31, 2022) and results of audits by the Accounting Auditor and the Audit & Supervisory Board of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company's 62nd Fiscal Year
(April 1, 2021 - March 31, 2022)
Proposals to be resolved:
Proposal 1: Partial Amendments to the Articles of Incorporation
Proposal 2: Election of ten (10) Directors
Proposal 3: Election of one (1) Audit & Supervisory Board Member
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Of the documents that should be provided along with this convocation, matters that should be included in the Consolidated Statements of Changes in Shareholders' Equity, the Non-Consolidated Statements of Changes in Shareholders' Equity, the Notes to the Consolidated Financial Statements, and the Notes to the
Non-Consolidated Financial Statements are posted on the Company's Web site (https://www.jcu-i.com/), based on laws and regulations and provisions of the Articles of Incorporation of the Company, therefore these are not included in the attached document to this convocation.
Therefore, the attached Consolidated Financial Statements and Non-Consolidated Financial Statements are part of the Consolidated Financial Statements and Non-Consolidated Financial Statements audited by the Audit & Supervisory Board Members to prepare the audit report and by the Accounting Auditor to prepare the accounting audit report. - Should the Reference Documents for the General Meeting of Shareholders, the Business Report, the Consolidated Financial Statements and the Non-consolidated Financial Statements require revisions, the revised versions will be posted on the Company's website (https://www.jcu-i.com/).
- In order to prevent the spread of the novel coronavirus infection, we recommend that you exercise your voting rights in writing or via the Internet. Shareholders attending the meeting in person are kindly requested to check the status of the infection and their physical condition on the day of the meeting and take measures to prevent infection such as wearing a mask before visiting.
As the seats at the venue will be spaced out widely in order to prevent the spread of the infection, as they were last year, significantly less seating will be available. Therefore, please note that even if you come to the venue, you may not enter the venue.
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Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1: Partial Amendments to the Articles of Incorporation
1. Reasons for amendments
The amended provisions stipulated in the proviso of 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 16, 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 16, 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 reference documents for the general meeting of shareholders, etc. (Article 16 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 amendments
The details of the proposed amendments are as follows.
(Amended parts are underlined.) | |
Current Articles of Incorporation | Proposed Amendments |
Chapter 3 General Meeting of Shareholders | Chapter 3 General Meeting of Shareholders |
(Internet Disclosure and Deemed Provision of | |
Reference Documents for the General Meeting of | |
Shareholders, Etc.) | |
Article 16 The Company may, when convening a | (Deleted) |
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. | |
(Measures for Electronic Provision, Etc.) | |
(New establishment) | Article 16 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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Current Articles of Incorporation | Proposed Amendments |
Supplementary provisions | |
(New establishment) | 1. Amendments to Article 16 (Internet Disclosure |
and Deemed Provision of Reference Documents | |
for the General Meeting of Shareholders, Etc.) | |
shall come into effect on September 1, 2022 | |
(the "Effective Date"), which is the date of | |
enforcement of the amended provisions | |
stipulated in the proviso of Article 1 of the | |
supplementary provisions of the Act Partially | |
Amending the Companies Act (Act No. 70 of | |
2019). | |
2. Notwithstanding the provisions of the preceding | |
paragraph, Article 16 of the current Articles of | |
Incorporation shall remain in force with respect | |
to a general meeting of shareholders to be held | |
on a date within six months from the Effective | |
Date. | |
3. These supplementary provisions shall be deleted | |
after the lapse of six months from the Effective | |
Date or the lapse of three months from the date | |
of the general meeting of shareholders set forth | |
in the preceding paragraph, whichever is later. | |
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Proposal 2: Election of ten (10) Directors
The term of office of all ten (10) Directors will expire at the conclusion of this year's Annual General Meeting of Shareholders. Accordingly, the election of ten (10) Directors is proposed.
The candidates are as follows:
Attendance at | ||||||||
No. | Name | Positions and responsibilities at the Company | the Board of | |||||
Directors | ||||||||
meetings | ||||||||
1 | Representative Director, President and CEO | 100% | ||||||
Masashi Kimura | Reappointment | Member, Nomination and Remuneration Advisory | ||||||
(17/17) | ||||||||
Committee | ||||||||
2 | Akihisa Omori | Managing Director, Managing Executive Officer | 100% | |||||
Reappointment | ||||||||
(17/17) | ||||||||
3 | Takanori Arata | Managing Director, Managing Executive Officer | 100% | |||||
Reappointment | ||||||||
(17/17) | ||||||||
4 | Hirofumi | Managing Director, Managing Executive Officer | 100% | |||||
Reappointment | ||||||||
Ikegawa | (17/17) | |||||||
5 | Yoji Inoue | Director, Managing Executive Officer | 100% | |||||
Reappointment | ||||||||
(13/13) | ||||||||
6 | Fumihiko | Director, Managing Executive Officer | 100% | |||||
Reappointment | ||||||||
Araake | (13/13) | |||||||
External Director | ||||||||
7 | Koki Morinaga | Reappointment | 100% | |||||
External Director | Acting Chair, Nomination and Remuneration | |||||||
(13/13) | ||||||||
Independent | Advisory Committee | |||||||
8 | Mayumi | Reappointment | 92% | |||||
External Director | External Director | |||||||
Yamamoto | (12/13) | |||||||
Independent | ||||||||
External Director | ||||||||
9 | Muneaki Kiyota | Reappointment | 100% | |||||
External Director | Member, Nomination and Remuneration Advisory | |||||||
(13/13) | ||||||||
Independent | Committee | |||||||
External Director | ||||||||
10 | Masayuki | Reappointment | 100% | |||||
External Director | Member, Nomination and Remuneration Advisory | |||||||
Itagaki | (13/13) | |||||||
Independent | Committee | |||||||
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Disclaimer
JCU Corporation published this content on 06 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 June 2022 10:41:09 UTC.