Nissei ASB Machine : Notice of the 44th Ordinary General Meeting of Shareholders（190KB）

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.

Securities code: 6284 November 28, 2022

To Shareholders:

Junichi Miyasaka, Representative Director, President and COO

NISSEI ASB MACHINE CO., LTD.

4586-3 Koo, Komoro-shi, Nagano

NOTICE OF THE 44TH ORDINARY GENERAL MEETING OF

SHAREHOLDERS

You are hereby notified that the 44th Ordinary General Meeting of Shareholders of NISSEI ASB MACHINE CO., LTD. (the "Company") will be held for the purposes described below.

If you are unable to attend the meeting, you can exercise your voting rights via either of the methods below. Please review the Reference Documents for the General Meeting of Shareholders below and exercise your voting rights.

[Exercising Voting Rights in Writing (by Mail)]

Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form and return it such that it arrives by Thursday, December 15, 2022, at 5:25 p.m. (JST).

[Exercising Voting Rights via the Internet, etc.]

Please enter your vote for or against the proposals on the website designated by the Company for exercising voting rights (https://evote.tr.mufg.jp/), and exercise your voting rights by Thursday, December 15, 2022, at 5:25 p.m. (JST).

1.	Date and Time	Friday, December 16, 2022, at 10:00 a.m. (JST)
2.	Place	Head Office Conference Room of the Company
		4586-3 Koo, Komoro-shi, Nagano
3.	Meeting Agenda
	Matters to be reported:

1. Report on the Business Report, Consolidated Financial Statements, and the results of audits of the Consolidated Financial Statements by the financial auditor and the Audit & Supervisory Board for the 44th Fiscal Year (October 1, 2021 to September 30, 2022)
2. Report on the Non-consolidated Financial Statements for the 44th Fiscal Year (October 1, 2021 to September 30, 2022)

Matters to be resolved:

Proposal No. 1 Partial Amendment to the Articles of Incorporation Proposal No. 2 Election of Nine Directors

Proposal No. 3 Election of One Substitute Audit & Supervisory Board Member Proposal No. 4 Payment of Retirement Benefits to a Retiring Director

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• If attending the meeting, please submit the enclosed Voting Rights Exercise Form at the meeting venue reception.
• Should any revisions arise to the Business Report, Consolidated Financial Statements, Non-consolidated Financial Statements, and the Reference Documents for the General Meeting of Shareholders provided with this Notice of the Ordinary General Meeting of Shareholders, notice shall be provided on the Company's website.
• Of the documents to be submitted with this Notice of the General Meeting of Shareholders, the following items are provided on the Company's website, pursuant to the provisions of laws and regulations and Article 15 of the Articles of Incorporation, and therefore are not included in the documents provided with this Notice. Accordingly, the documents provided with this Notice constitute part of the documents audited by Audit & Supervisory Board Members and the financial auditor when preparing audit reports.
• 1. Notes to Consolidated Financial Statements
  2. Notes to Non-consolidated Financial Statements

The Company's website (https://www.nisseiasb.co.jp/en/)

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Reference Documents for the General Meeting of Shareholders

Proposal No. 1 Partial Amendment to the Articles of Incorporation

1. Reasons for the Proposal

In accordance with the September 1, 2022, enforcement of the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) and the introduction of a system for providing informational materials for the general meeting of shareholders in electronic format, the Company proposes to make the changes to its Articles of Incorporation.

1. Article 15, paragraph (1) in "Proposed amendments" below will stipulate that the Company shall take measures for providing information that constitutes the content of Reference Documents for the General Meeting of Shareholders, etc. in electronic format.
2. Article 15, paragraph (2) in "Proposed amendments" below will establish the provision to 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.
3. Since the provisions for Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc. (Article 15 of the current Articles of Incorporation) will no longer be required, they will be deleted.
4. Accompanying the aforementioned deletion of provisions, Supplementary Provisions regarding transitional measures, etc. will be established. Note that said Supplementary Provisions shall be deleted after a period of time has elapsed.

2. Details of the Amendment

The details of the amendment are as follows: (Amendments are underlined.)

	Current Articles of Incorporation	Proposed amendments
Article 15 (Internet Disclosure and	Deemed	Provision of	(Deletion)
	Reference Documents for the General Meeting of
	Shareholders, Etc.)
	When the Company convenes a General
	Meeting of Shareholders, if it discloses
	information that is to be stated or presented in
	the Reference documents for the General
	Meeting of Shareholders, Business Reports,
	Financial Statements,	and	Consolidated
	Financial Statements through the internet in
	accordance with the provisions prescribed by
	the Ministry of Justice Order, it may be deemed
	that the Company has provided this information
	to shareholders.

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Current Articles of Incorporation	Proposed amendments
(Establishment)	Article 15 (Measures, etc. for Providing Information in
	Electronic Format)
	1. When the Company convenes a General
	Meeting of Shareholders, it shall take measures
	for providing information that constitutes the
	content of Reference Documents 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.
(Establishment)	Supplementary Provisions
	1. Article 15 (Internet Disclosure and Deemed Provision of
	Reference Documents for the General Meeting of
	Shareholders, Etc.) in the current Articles of
	Incorporation will remain in effect for General Meetings
	of Shareholders held on a date within six months from
	the date of enforcement of the revised provisions
	provided for in the proviso to Article 1 of the
	Supplementary Provisions of the Act Partially
	Amending the Companies Act (Act No. 70 of 2019)
	(hereinafter referred to as the "Date of Enforcement").
	2. These Supplementary Provisions shall be deleted on the
	date when six months have elapsed from the Date of
	Enforcement or three months have elapsed from the date
	of the General Meeting of Shareholders in the preceding
	paragraph, whichever is later.

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Proposal No. 2 Election of Nine Directors

The terms of office of all nine currently serving Directors will expire at the conclusion of this Ordinary General Meeting of Shareholders. In that regard, the Company proposes the election of nine Directors.

The candidates for Director are as follows:

Candida

Rate of attendance

Candidate

Name

Position in the Company

at meetings of the

te no.

attributes

Board of Directors

1

Daiichi Aoki

Representative Director, Chairman and

100%

Reelection

CEO

2

Junichi Miyasaka

Representative Director, President and

100%

Reelection

COO

3

Makoto Fujiwara

Executive Director

100%

Reelection

4

Kota Aoki

Director

100%

Reelection

5

Karel Keersmaekers-

Director

100%

Reelection

Michiels

6

Kazuya Yoda

-

-

New election

7

Masayuki Sakai

Director

100%

Reelection

Outside

Independent

8

Keiji Himori

Director

100%

Reelection

Outside

Independent

9

Masahiro Midorikawa

Director

100%

Reelection

Outside

Independent

Reelection

Candidate for reelection as a

Director

New election

Candidate for new election as a Director

Outside

Candidate for outside Director

Independent

Independent officer pursuant to the rules of securities exchanges

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