Note: 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.
Securities Code: 6326
February 25, 2022
To Shareholders
Yuichi Kitao
President and Representative Director
KUBOTA Corporation
2-47, Shikitsuhigashi 1-chome,
Naniwa-ku, Osaka, 556-8601 Japan
CONVOCATION NOTICE FOR
THE 132ND ORDINARY GENERAL MEETING OF SHAREHOLDERS
Kubota Corporation hereby notifies you that the 132nd Ordinary General Meeting of Shareholders will be held as follows.
In order to prevent the spread of the novel coronavirus disease (COVID-19), you are strongly encouraged to exercise your voting rights prior to the meeting in writing or by using the Internet, and to refrain from attending the meeting in person, regardless of your own state of health. Kubota Corporation cordially requests that you make sure to study the reference materials annexed hereto, and exercise your voting rights by 5:00 p.m. on Thursday, March 17, 2022 (JST).
Date and time | Friday, March 18, 2022, at 10:00 a.m. (JST) |
(Reception desk opens at 9:00 a.m.) | |
Place | Convention Hall of Kubota Corporation |
2-47, Shikitsuhigashi 1-chome,Naniwa-ku, Osaka, Japan | |
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Matters for which the meeting is held
Matters to Be Reported
- Business report, the consolidated financial statements and the non- consolidated financial statements for the 132nd business term (from January 1, 2021 to December 31, 2021)
- The results of the audits of the consolidated financial statements by the Independent Auditor and by the Audit & Supervisory Board
Matters Requiring Resolutions
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Ten Directors
Proposal 3:
Election of Four Audit & Supervisory Board Members
Proposal 4:
Election of One Substitute Audit & Supervisory Board Member
Proposal 5:
Bonus Payments for Directors
Proposal 6:
Revision to the Amount of Monetary Remuneration for Directors
Proposal 7:
Revision to the Amount of Monetary Remuneration for Audit & Supervisory Board Members
Proposal 8:
Determination of the Amount and Details of Stock Compensation, etc. for Directors
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Exercising Voting Rights
Exercise of voting rights prior to the Ordinary General Meeting of Shareholders
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Exercise of voting rights by mail (in writing)
Deadline for exercising voting rights:
No later than Thursday, March 17, 2022, at 5:00 p.m. (JST)
Please indicate your approval or disapproval on each of the proposals on the enclosed voting instruction card and return the said form to us so that it is received no later than the deadline for exercising your voting rights. - Exercise of voting rights via the internet
Deadline for exercising voting rights:
No later than Thursday, March 17, 2022, at 5:00 p.m. (JST)
Please access the designated website for exercising your voting rights and indicate your approval or disapproval on each of the proposals no later than the deadline.
- If you duplicate the vote by exercising the voting rights both in writing and via the internet, only the internet vote will be valid.
Designated site for exercising voting rights: https://www.web54.net
Attending the Ordinary General Meeting of Shareholders in person
-
Exercise of voting rights at the Ordinary General Meeting of Shareholders
Date and time of the Ordinary General Meeting of Shareholders:
Friday, March 18, 2022, at 10:00 a.m. (JST) (Reception desk opens at 9:00 a.m.)
Please submit the enclosed voting instruction card at the reception desk at the venue. Please bring this document as well, as it contains the agenda for the meeting. Please note that anyone other than a shareholder who is entitled to exercise voting rights (e.g., non-shareholding proxy, person accompanying the shareholder) will not be allowed inside the venue.
- Of the business report, the financial position and the results of operations, consolidated statement of changes in equity, notes to consolidated financial statements, statement of changes in net assets (non-consolidated) and notes to financial statements (non-consolidated) are posted on our following internet website in accordance with laws and regulations, and the provision in Article 16 of the Articles of Incorporation.
- Of the business report, the financial position and the results of operations, consolidated statement of changes in equity, notes to consolidated financial statements, statement of changes in net assets (non-consolidated) and notes to financial statements (non-consolidated) are part of the consolidated financial statements and non- consolidated financial statements that were audited by the Independent Auditor and the Audit & Supervisory Board Members in preparing the audit reports.
- Any revision of the reference materials for the meeting, business report, or the consolidated financial statements and the non-consolidated financial statements will be posted on our following internet website.
Website for Convocation Notices for General Meeting of Shareholders: https://www.kubota.com/ir/sh_info/meeting/convocation/index.html
For Institutional investors
For institutional investors, the electronic voting platform operated by ICJ, Inc., is available for exercising your voting rights for this meeting.
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REFERENCE MATERIALS FOR THE GENERAL MEETING OF SHAREHOLDERS
Proposals and Reference Information
Proposal 1: Amendment to the Articles of Incorporation
- Reasons for the Amendments
- To ensure that the object of the Company is in line with the current state of the Company's business and prepare for future business expansion, the Company proposes to amend Article 2 (Object) of the Articles of Incorporation.
- Since the revised provisions provided for in a proviso to Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022, the Company proposes to make the following changes to its Articles of Incorporation in preparation for the introduction of the system for providing reference materials for the general meeting of shareholders in electronic format.
- Because the Company is obligated to stipulate in the Articles of Incorporation that it will take measures for providing information that constitutes the content of reference materials for the general meeting of shareholders, etc. in electronic format, the Company proposes to newly establish paragraph 1 of the proposed revision of Article 16 (Measures for providing information in electronic format, etc.).
- Among items for which the measures for providing information in electronic format will be taken regarding the information that constitutes the content of reference materials for the general meeting of shareholders, etc., because the Company may limit the scope of the items to be stated in the paper-based documents to be delivered to shareholders who requested the delivery of paper-based documents to the scope designated by the Ministry of Justice Order, the Company proposes to newly establish paragraph 2 of the proposed revision of Article 16 (Measures for providing information in electronic format, etc.).
- Upon the introduction of the system for providing reference materials for the general meeting of shareholders in electronic format, since the provisions for Article 16 (Disclosure via Internet and deemed furnishing of reference materials, etc. for General Meeting of Shareholders) of the current Articles of Incorporation will no longer be required, they will be deleted.
- The Company will establish supplementary provisions regarding the effective dates of the aforementioned new establishment and deletion of the provisions. The supplementary provisions shall be deleted after the specified date.
- In order to further strengthen the management system, the Company proposes to increase by three the maximum number of Directors set forth in Article 20 (Number of Directors and Method of Election) of the current Articles of Incorporation, changing it from ten to thirteen.
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Details of the amendments
Details of the amendments are as follows:
(Amended parts are underlined) | |||||
Current Articles of Incorporation | Proposed amendments | ||||
Article 2. | (Object) | Article 2. | (Object) | ||
The object of the Company shall be to engage in the | The object of the Company shall be to engage in the | ||||
following business: | following business: | ||||
1. to 14. | (Text omitted) | 1. to 14. | (Unchanged) | ||
15. | Operation of facilities for sports,lodging, training, | 15. | Operation of facilities for lodging, training, health | ||
health and medical care, recuperation and | and medical care, recuperation and recreation; | ||||
recreation; | |||||
16. | (Text omitted) | 16. | (Unchanged) | ||
17. | General leasing business; | 17. | General leasing business, general rental | ||
business, and intermediary business for leasing | |||||
and renting |
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Current Articles of Incorporation | Proposed amendments | |||
18. Personnel dispatching agency business; | 18. | Personnel dispatching agency business and | ||
intermediary business for personnel dispatching | ||||
19. to 22. | (Text omitted) | 19. to 22. | (Unchanged) | |
(Newly established) | 23. | Production, processing, and sale of agricultural | ||
products | ||||
(Newly established) | 24. | Agricultural services business, including | ||
information processing and information provision | ||||
services business | ||||
(Newly established) | 25. | Power generation business using renewable | ||
energy, etc., and business related to provision, | ||||
sale, etc. of electricity | ||||
(Newly established) | 26. | Carbon credit transaction business | ||
(Newly established) | 27. | Advertising business | ||
(Newly established) | 28. | Manufacture and sale of food products and | ||
pharmaceutical ingredients | ||||
(Newly established) | 29. | Manufacture and sale of processed food and | ||
health food products | ||||
(Newly established) | 30. | Manufacture, sale, and installation of food | ||
production equipment | ||||
(Newly established) | 31. | Sports-related entertainment, management of | ||
clubs and facilities, planning and sale of products, | ||||
planning and implementation of outreach and | ||||
advertising activities, and other sports businesses | ||||
(Newly established) | 32. | Investment in each business | ||
23. | (Text omitted) | 33. | (Unchanged) | |
24. | (Text omitted) | 34. | (Unchanged) | |
Article 16. (Disclosure via Internet and deemed | (Deleted) | |||
furnishing of reference materials, etc. for | ||||
General Meeting of Shareholders) | ||||
In convening a General Meeting of Shareholders, if | ||||
the Company discloses information to be stated or | ||||
indicated in reference materials, business reports, | ||||
financial statements and consolidated financial | ||||
statements for the General Meeting of Shareholders | ||||
through the Internet in compliance with the Ministry of | ||||
Justice Ordinance, the Company shall be deemed to | ||||
have furnished such documents to the shareholders. | ||||
(Newly established) | Article 16. (Measures for providing information in | |||
electronic format, etc.) | ||||
1) When the Company convenes a General | ||||
Meeting of Shareholders, it shall take measures | ||||
for providing information that constitutes the | ||||
content of reference materials for the General | ||||
Meeting of Shareholders, etc. in electronic | ||||
format. | ||||
2) Among items for which the measures for | ||||
providing information in electronic format will be | ||||
taken, the Company may exclude all or some of | ||||
those items designated by the Ministry of | ||||
Justice Order from statements in the paper- | ||||
based documents to be delivered to | ||||
shareholders who requested the delivery of | ||||
paper-based documents by the record date of | ||||
voting rights. | ||||
Article 20. (Number of Directors and Method of | Article 20. (Number of Directors and Method of | |||
Election) | Election) | |||
1) The Company shall have no more than ten (10) | 1) The Company shall have no more than thirteen | |||
Directors, who shall be elected at a General | (13)Directors, who shall be elected at a | |||
Meeting of Shareholders. | General Meeting of Shareholders. | |||
2) | (Text omitted) | 2) | (Unchanged) |
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Kubota Corporation published this content on 18 February 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 February 2022 01:10:00 UTC.