MODEC, INC. This document has been translated and summarized from the Japanese original for reference purposes only. In the event of any discrepancy between the translated version and the Japanese original, the original version shall prevail. The Company assumes no responsibility for this translation or for any direct, indirect or any other form of damage arising from the translation.
(Securities Code: 6269)
Commencement of Electronic Provision: March 1, 2023
Date of Release: March 10, 2023
To Our Shareholders with Voting Rights:
Takeshi Kanamori
President and Chief
Executive Officer
MODEC, INC.
3-10, Nihonbashi 2-chome
Chuo-ku, Tokyo
NOTICE OF CONVOCATION OF
THE 37TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Please be advised that the 37th Annual General Meeting of Shareholders of MODEC, INC. (the "Company") is to be held as described below.
The Company has taken measures for electronic provision of materials for the General Meeting of Shareholders and posted matters to be provided electronically (the "Matters") on its website on the Internet pursuant to the provision of Article 325-3 of the Companies Act. Please access the following URL to review the information.
The Company's website: https://www.modec.com/ir/stock/agm.html
The Matters are posted on the Company's website and also on the Tokyo Stock Exchange's website. In case they cannot be accessed on the Company's website, please visit the Listed Company Search page on the Tokyo Stock Exchange's website from the address below, enter the issue name (company name) or securities code, then select Basic information - Documents for public inspection/PR information to search and view the information on the Notice of General Meeting of Shareholders.
The Tokyo Stock Exchange's website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you are unable to attend the meeting, you may exercise your voting rights via the Internet, etc. or in writing. The details of each proposal are as shown on the Reference Documents for the General Meeting of Shareholders attached to the Notice of Convocation of the 37th Annual General Meeting of Shareholders on the Company's website. Please review the documents and exercise your voting rights by 5:40 p.m. on Monday, March 27, 2023 by referring to the "Guide to Exercising Voting Rights Prior to the Meeting" (available in Japanese only) provided later in this Notice of Convocation.
1. Date and Time: Tuesday, March 28, 2023, at 10:00 a.m. (The reception desk opens at 9:00 a.m.)
2. Place: | Congres Square Nihonbashi 2F Convention Hall A/B |
Tokyo Tatemono Nihonbashi Building, 3-13, Nihonbashi 1-chomeChuo-ku, | |
Tokyo |
3. Meeting Agenda:
Matters to be reported: 1. Operations Report, Consolidated Financial Statements, and Audit Report
concerning Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board for the 37th Term (from January 1, 2022 to December 31, 2022)
2. Non-consolidated Financial Statements for the 37th Term (from January 1, 2022
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to December 31, 2022)
Matters to be resolved:
Proposal 1: Reduction of Capital and Capital Surplus, and disposition of Surplus
Proposal 2: Election of Nine Directors
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- When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
- In case of voting by proxy, you can exercise your voting rights by appointing one shareholder who has voting rights as your proxy.
- Please note that no commemorative gift will be provided to shareholders attending the meeting. We would appreciate your kind understanding.
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Other Matters Concerning Procedures of Convocation of the Annual General Meeting of Shareholders
Among the items to be included in the documents stating the matters to be provided electronically (the "Documents"), the items listed below are posted on the Company's website on the Internet (https://www.modec.com/ir/stock/agm.html) pursuant to the provisions of applicable laws and regulations as well as Article 15 of the Company's Articles of Incorporation, and are not included in the documents to be delivered to those shareholders who have requested printed documents. Accordingly, the items included in the Documents are part of the Operations Report, Consolidated Financial Statements, and Non-consolidated Financial Statements which the Audit & Supervisory Board Members audited in preparing the Audit Report, and part of the Consolidated Financial Statements and the Non-consolidated Financial Statements which the Accounting Auditor audited in preparing the Accounting Audit Report.
- Systems necessary to ensure the appropriateness of business activities and operational status of the systems
- Consolidated Statement of Changes in Equity and Notes to Consolidated Financial Statements
- Non-ConsolidatedStatement of Changes in Net Assets and Notes to Non-consolidated Financial Statements
In case of circumstances requiring revisions to the matters to be provided electronically, the original and revised versions of the matters will be posted to that effect on the websites of the Company and the Tokyo Stock Exchange on the Internet.
The Company has adopted the International Financial Reporting Standards (IFRS). The presentation currency is the US dollar.
Use of Electronic Voting Platform (for institutional investors)
Institutional investors may electronically exercise their voting rights using the electronic voting platform operated by ICJ, Inc. for this General Meeting of Shareholders.
- Any fees including access fees to internet service providers and communications carriers for use of the website for exercising voting rights shall be borne by shareholders.
- If any voting right is exercised both in writing and via the Internet, the vote that reached the Company at a later timing will be recognized as valid. In the event that both votes arrive on the same day, the vote via the Internet will be recognized as valid.
- A password is important information by which a voting person is confirmed as a shareholder. Please treat your password with care as you would your seal or PIN code.
- Please note that if an incorrect password is entered more than a specified number of times, you will be unable to use it. In case you want your password reissued, please follow instructions on the screen.
- The vote exercising code written on the Voting Rights Exercise Form is effective only for this General Meeting of Shareholders.
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Reference Documents for the General Meeting of
Shareholders
Proposals and References
Proposal 1: Reduction of Capital and Capital Surplus, and disposition of Surplus
In order to compensate for the deficit in retained earnings of MODEC, Inc, to ensure the soundness of our financial structure, the flexibility and mobility of future capital policies, including shareholder returns, we would like to reduce the amount of capital and capital surplus, and transfer them to other capital surplus pursuant to the provisions of Article 447, Paragraph 1 and Article 448, Paragraph 1 of the Companies Act. And then, we would like to transfer the increased other capital surplus to retained earnings in accordance with the provisions of Article 452 of the same law.
Since this proposal does not result in changing the total number of issued shares, the number of shares owned by shareholders and business performance will not be affected.
As the balance of net assets will not change due to the decrease in the amount of capital and capital surplus, net assets per share will not change.
1. Overview of capital reduction
- Amount of capital to be reduced
The share capital is going to be reduced by ¥19,500,000,000.
(2) Method of capital reduction
The capital will be reduced and the entire amount will be transferred to other capital surplus.
- Effective date of capital reduction May 31, 2023 (scheduled)
2. Overview of reduction of capital surplus
- Amount of capital surplus to be reduced
The capital surplus is going to be reduced by ¥19,823,708,200.
(2) Method of capital surplus reduction
The capital surplus will be reduced and the entire amount will be transferred to other capital surplus.
- Effective date of capital surplus reduction May 31, 2023 (scheduled)
3. Overview of disposition of Surplus
Subject to the capital reduction in item 2 above and the reduction of capital surplus in item 3 above becoming effective, the entire amount of ¥39,323,708,200 in other capital surplus increased due to the reduction will be transferred to compensate the deficit in retained earnings.
- Item and amount of surplus to decrease Other capital surplus: ¥39,323,708,200
- Item and amount of surplus to increase Retained earnings: ¥39,323,708,200
- Effective date of capital reduction
May 31, 2023 (scheduled)
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Proposal 2: Election of Nine Directors
The terms of office of all the ten current Directors will expire at the conclusion of this General Meeting of Shareholders.
Accordingly, the election of nine Directors is proposed, including seven External Directors. The candidates for Directors are as stated below.
Current positions and | Attendance of the | ||||||||
No. | Name | Board of Directors | |||||||
responsibilities at the Company | |||||||||
meetings in FY2022 | |||||||||
Representative Director, | |||||||||
1 | Takeshi Kanamori | Reappointment | President and Chief Executive | 22 / 22 (100%) | |||||
Officer | |||||||||
Director, Executive Managing | |||||||||
Officer, CFO (Chief Financial | |||||||||
Officer) , in charge of | |||||||||
2 | Yasuhiro Takano | Reappointment | Accounting Department, | 18 / 18 (100%) | |||||
Finance Department, and Budget | |||||||||
and Planning Group of the | |||||||||
Company | |||||||||
3 | Koichi Watanabe | New appointment | External Director | - | - | ||||
4 | Koichi Wakana | Reappointment | External Director | External Director | 16 / 16 (100%) | ||||
External Director, | |||||||||
External Director | |||||||||
5 | Shigenobu Aikyo | Reappointment | Nominating and Remuneration | 22 / 22 (100%) | |||||
Independent Director | Committee Member | ||||||||
External Director, | |||||||||
External Director | |||||||||
6 | Hiroko Noda | Reappointment | Nominating and Remuneration | 22 / 22 (100%) | |||||
Independent Director | Committee Member | ||||||||
External Director, | |||||||||
External Director | |||||||||
7 | Kazuko Shiraishi | Reappointment | Chairperson of Nominating and | 22 / 22 (100%) | |||||
Independent Director | |||||||||
Remuneration Committee | |||||||||
External Director, | |||||||||
External Director | |||||||||
8 | Kazuhisa Nishigai | Reappointment | Nominating and Remuneration | 22 / 22 (100%) | |||||
Independent Director | |||||||||
Committee Member | |||||||||
External Director, | |||||||||
External Director | |||||||||
9 | Masato Kobayashi | Reappointment | Nominating and Remuneration | 22 / 22 (100%) | |||||
Independent Director | |||||||||
Committee Member | |||||||||
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Attachments
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Disclaimer
MODEC Inc. published this content on 01 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 February 2023 15:25:36 UTC.
