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: 2001
June 7, 2022
To Shareholders with Voting Rights,
4-8 Kojimachi, Chiyoda-ku, Tokyo, Japan
NIPPN CORPORATION
Toshiya Maezuru, Representative Director and President
Convocation Notice for the 198th Annual Shareholders Meeting
The 198th Annual Shareholders Meeting (the "Meeting") of NIPPN CORPORATION (the "Company") will be held as stated below.
This year, as the novel coronavirus disease has not come to an end, the Company asks that shareholders focus on their health and wellbeing and consider not attending the Meeting if suffering from any cold-like symptoms or feeling unwell. The Company also asks that elderly people, people with underlying conditions, and pregnant women consider not attending the Meeting.
If exercising your voting rights in writing or via the Internet, etc., please confirm the Reference Documents for the Annual Shareholders Meeting below and exercise your voting rights no later than 5:30 p.m. Japan time on Tuesday, June 28, 2022.
[Voting in writing]
Please indicate your approval or disapproval for the proposals on the enclosed Voting Rights Exercise Form and return it that it is received by the deadline above.
[Voting via the Internet, etc.]
Please confirm the "Guidance for Voting via the Internet, etc." on pages 3 to 4 (translation omitted) for exercise of voting rights via the Internet, etc., and enter your approval or disapproval for the proposals by the deadline above.
1. Date and time: 10 a.m. Japan time, Wednesday, June 29, 2022
2. Venue: | B1F (Reception at 1F), Belle Salle Roppongi, Sumitomo Fudosan Roppongi- |
dori Building | |
7-18-18 Roppongi, Minato-ku, Tokyo, Japan |
3. Meeting Agenda:
Matters to be reported: 1. Business Report, Consolidated Financial Statements and Audit Reports on the
Consolidated Financial Statements by Accounting Auditor and the Audit and Supervisory Committee for the 198th Period (April 1, 2021 through March 31, 2022).
2. Non-consolidated Financial Statements for the 198th Period (April 1, 2021 through March 31, 2022).
Proposals to be resolved:
Proposal 1: Appropriation of Retained Earnings
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Proposal 2:
Proposal 3:
Proposal 4:
- Exercising voting rights:
- If voting rights are exercised multiple times via the Internet, the final vote submitted shall be treated as the valid exercise of voting rights.
- If voting rights are exercised multiple times via both the Internet and the Voting Rights Exercise Form, the final vote arriving shall be treated as the valid exercise of voting rights, or if both arrive on the same day, the vote submitted via the Internet shall be treated as the valid exercise of voting rights.
- Matters regarding the Appendix and the Reference Documents for the Annual Shareholders Meeting:
- Of the documents to be attached to this Notice, the items below are provided on the Company's website in accordance with the provisions of laws and regulations as well as Article 16 of the Company's Articles of Incorporation, and therefore are not provided in this Notice and its Appendix:
- Consolidated Statements of Changes in Net Assets and Consolidated Notes to Consolidated Financial Statements
- Non-consolidatedStatements of Changes in Net Assets and Non-consolidated Notes to Non-
consolidated Financial Statements
Furthermore, the Consolidated Financial Statements and Non-consolidated Financial Statements audited by the Audit and Supervisory Committee and the Accounting Auditor comprise each document provided in this Notice and its Appendix, as well as the matters posted on the Company's website.
- If the Reference Documents for the Annual Shareholders Meeting, Business Report, Consolidated Financial Statements, and Non-consolidated Financial Statements require revisions, the revised versions shall be posted on the Company's website:
The Company's website: https://www.nippn.co.jp/ir/stock/meeting/index.html
- If attending the Meeting, please submit the enclosed Voting Rights Exercise Form at the meeting venue reception desk.
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Please note that the temperatures of shareholders attending the Meeting will be measured and persons with a high temperature or visible signs of illness may be refused entry to the venue, in order to prevent the spread of the novel coronavirus. In addition, shareholders attending the Meeting may be asked to take measures including the wearing of masks and use of hand sanitizer. Thank you for your cooperation. Furthermore, persons affiliated with the Company will be wearing masks at the Meeting. We thank you for your understanding. The Company's measures to prevent the spread of the novel coronavirus and any changes to
these measures will be posted on the Company's website (https://www.nippn.co.jp/ir/stock/meeting/index.html). - The Company will not be distributing souvenirs or product samples at the Meeting. We thank you for your understanding in this regard.
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Reference Documents for the Annual Shareholders Meeting
Proposals and References
Proposal 1: Appropriation of Retained Earnings
The Company's basic policy is to maintain stable and continuous dividends while securing internal reserves aimed at strengthening the corporate structure and promoting future business development. The Company regards returning profits to shareholders one of the most important goals in management.
To reward shareholders for their day-to-day support, the Company proposes a year-end dividend for the 198th fiscal year of 20 yen per share as an ordinary dividend. Accordingly, the annual dividend will be 38 yen per share, including an interim dividend of 18 yen per share.
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Type of dividend property:
Cash - Allotment of dividend property to shareholders and its total amount
20 yen per share of the Company's common stock for a total of 1,539,056,940 yen - Effective date of the distribution of retained earnings June 30, 2022
Proposal 2: 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 (Measures for Electronic Provision, Etc.), Paragraph 1 provides that information contained in the reference materials for the general meeting of shareholders, etc. shall be provided electronically.
- The proposed Article 16 (Measures for Electronic Provision, Etc.), Paragraph 2 provides that, among the matters contained in the reference materials for the general meeting of shareholders, etc. to be provided electronically, the Company may limit the scope of the matters contained in the paper copy to be sent to shareholders who have requested it to that stipulated in the Ordinance of the Ministry of Justice.
- With the introduction, Article 16 of the current Articles of Incorporation (Internet Disclosure and Deemed Provision of Reference Materials for the General Meeting of Shareholders, Etc.) will become unnecessary and will therefore be deleted; and
- Supplementary provisions related to the effect of above newly establishment and deletion of the provisions shall be provided. The provisions of these supplementary provisions shall be deleted after the lapse of the period provided.
2. Details of amendments
The details of the amendments are as follows.
(Amended parts are underlined.) | ||
Current Articles of Incorporation | Proposed Amendments | |
Chapter 3 (General Meeting of | Chapter 3 (General Meeting of | |
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Shareholders) | Shareholders) | ||||||||||
(Internet Disclosure and Deemed Provision | |||||||||||
of Reference Materials for the General | |||||||||||
Meeting of Shareholders, Etc.) | |||||||||||
Article 16 | 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 materials 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.) | |||||||||||
Article 16 | The Company shall, when | ||||||||||
convening a general meeting of | |||||||||||
shareholders, | provide | information | |||||||||
contained in the reference materials 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. | |||||||||||
Supplementary provisions | |||||||||||
(Transitional Measures for Measures for | |||||||||||
Electronic Provision, Etc.) | |||||||||||
Article 2 | The deletion of Article 16 | ||||||||||
(Internet Disclosure and Deemed Provision | |||||||||||
of Reference Materials for the General | |||||||||||
Meeting of Shareholders, Etc.) of the | |||||||||||
current Articles of Incorporation and the | |||||||||||
establishment of the newly proposed Article | |||||||||||
16 (Measures for Electronic Provision, Etc.) | |||||||||||
shall come into effect on September 1, 2022. | |||||||||||
2. Notwithstanding the provisions of the | |||||||||||
preceding paragraph, Article 16 of the | |||||||||||
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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 September 1, 2022.
3. The provisions of this Article 2 of these supplementary provisions shall be deleted after the lapse of six months from September 1, 2022 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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Attachments
- Original Link
- Original Document
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Disclaimer
Nippn Corporation published this content on 30 May 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 June 2022 12:31:02 UTC.