Obayashi : Notice of Convocation of the 118th Ordinary General Meeting of Shareholders
05/27/2022 | 04:39am EST
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 Japanese original shall prevail. OBAYASHI CORPORATION assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.
Notice of Convocation of
the 118th Ordinary General Meeting of Shareholders
Securities Code: 1802
May 31, 2022
You are hereby notified that the 118th Ordinary General Meeting of Shareholders of OBAYASHI CORPORATION (hereinafter referred to as the "Corporation") will be held as described below.
This General Meeting of Shareholders will be held with special measures in place to prevent the spread of the novel coronavirus disease (COVID-19) as described on page 3. Furthermore, out of consideration for preventing the spread of COVID-19 and the convenience of shareholders, the meeting will be live- streamed over the Internet.
If you are unable to attend the meeting or would prefer to watch the live stream, you may exercise your voting rights in advance in writing (by mail) or via the Internet. In this case, we kindly request that you review the Reference Documents for the General Meeting of Shareholders from page 6 and exercise your voting rights by 5:15 p.m. on Wednesday, June 22, 2022 in Japan Standard Time.
2-15-2, Konan, Minato-ku, Tokyo
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Details of the General Meeting of Shareholders
Date and Time:
Thursday, June 23, 2022, at 10:00 a.m. (Japan Standard Time) (Reception starts at 9:00 a.m.)
Head Office of the Corporation (3F Auditorium), Shinagawa Intercity Tower B, 2-15-2, Konan, Minato-ku, Tokyo, Japan
Matters to be reported:
Business Report, Consolidated Financial Statements and Non-Consolidated Financial Statements for the 118th Fiscal Year (from April 1, 2021 to March 31, 2022; hereinafter referred to as the "FY2021"), as well as the audit reports of the Accounting Auditors and the Audit & Supervisory Board for Consolidated Financial Statements
Matters to be resolved:
Proposal 1: Appropriation of Surplus
Proposal 2: Partial Amendment to the Articles of Incorporation
Proposal 3: Election of Twelve (12) Directors
Proposal 4: Election of Three (3) Audit & Supervisory Board Members
We would appreciate your understanding that gifts will not be distributed to attending shareholders.
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Information Concerning the General Meeting of Shareholders
You are kindly requested to present the enclosed "Form for Exercising Voting Rights" to the receptionist when you attend the meeting.
If you intend to exercise your voting rights by proxy, one other shareholder who possesses voting rights may attend the General Meeting of Shareholders as a proxy. If this is the case, please note that such shareholder is requested to submit the letter of proxy.
If any changes have been made to items in the Business Report, Consolidated Financial Statements,Non-Consolidated Financial Statements or the Reference Documents for General Meeting of Shareholders, such changes will be posted on our website.
The voting results on the resolutions of the General Meeting of Shareholders will be posted on our website.
The General Meeting of Shareholders will be streamed live via the Internet as described on page 5. In addition, selected video footage of the live stream will be made available after the meeting on our website.
Planned video footage release date: Monday, June 27, 2022 10:00 a.m. (The live stream and the video footage will be provided in Japanese only)
Notice Concerning Precautionary Measures Regarding the Novel Coronavirus Disease
In order to ensure appropriate distancing between each seat, the number of chairs is limited. If the venue reaches its seating capacity, your attendance may not be guaranteed.
Since the General Meeting of Shareholders will be streamed live via the Internet, please consider watching the live stream from a convenient location such as your home (however, note thatyou cannot exercise voting rights or ask questions via the live stream).
If you choose to attend, we ask that you consider the most recent status regarding infections and check your own health condition on the date of the meeting. Please cooperate with precautionary measures to protect yourself from infection, such as wearing face masks and using alcohol disinfectant, etc.
Furthermore, we will take your temperature when you arrive. If you have symptoms such as a fever or cough, you may be turned away, or asked to leave your seat.
The attending executives and staff will be screened to ensure their state of health and will be wearing masks while making announcements and offering guidance. Please note that the report of matters will be shortened into a condensed version to shorten the meeting time.
In order to prevent the spread of infection, there may be additional precautionary measures in place at the venue of the General Meeting of Shareholders, and your cooperation with such measures is requested.
In the event of a major change in the administration of the General Meeting of Shareholders due to a change in the status of the spread of infection in the future, such as a drastic decrease in the number of people allowed to enter, we will notify you on the website indicated below.
We would appreciate your understanding that gifts will not be distributed to attending shareholders.
You may exercise your voting rights by one of the following three methods.
To exercise your voting rights by attending the General Meeting of Shareholders Please present the enclosed "Form for Exercising Voting Rights" to the receptionist. Please also bring this notice as a meeting agenda.
Date and time of the meeting: Thursday, June 23, 2022, at 10:00 a.m. in Japan Standard Time (Reception starts at 9:00 a.m.)
To exercise your voting rights in writing (by mail)
Please indicate on the enclosed "Form for Exercising Voting Rights" whether you approve or disapprove of each proposal, and return it by the voting deadline below.
Deadline: to be received by 5:15 p.m., Wednesday, June 22, 2022 in Japan Standard Time.
How to fill out the "Form for Exercising Voting Rights"
Please indicate whether you approve or disapprove of each proposal.
*When neither "Approve" nor "Disapprove" is circled on a Proposal, that proposal will be deemed to indicate approval.
3. To exercise your voting rights via the Internet
Follow the instructions (available in the Japanese original only) and input your vote for or against each proposal.
Deadline: to be exercised by 5:15 p.m., Wednesday, June 22, 2022 in Japan Standard Time.
Please note that your voting via the Internet shall prevail, if you exercise your voting rights both in writing (by mail) and via the Internet. If you exercise your voting rights more than once via the Internet, only the last vote shall be deemed effective.
If you intend to attend the Ordinary General Meeting of Shareholders, neither voting in writing (by mail) nor via the Internet is necessary.
Institutional investors may use the electronic platform to exercise voting rights for institutional investors, operated by ICJ, Inc.
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Guidance on Live Streaming of the General Meeting of Shareholders
The General Meeting of Shareholders of the Corporation will be live streamed on the Internet as follows for viewing at home or elsewhere.
Date and time of the live streaming
From 10:00 a.m. to the end of the meeting on Thursday, June 23, 2022 (Japan Standard Time)
* There may be circumstances such as natural disasters and the further spread of COVID-19 that make live streaming impossible. Should we be unable to provide a live stream on the day, we will notify you on our website (https://www.obayashi.co.jp/).
Please access the above URL (hereinafter the "General Meeting of Shareholders online "Engagement Portal").
* You will be prompted to change the "Temporary password" for the website for exercising voting rights when you log in for the first time, but the changed password will not be carried over to the General Meeting of Shareholders online "Engagement Portal." Therefore, since we ask you to continue to use the "Temporary password" on the lower right of the Form for Exercising Voting Rights, please keep the right side of the Form for Exercising Voting Rights (duplicate form) to hand.
The view today's live stream page will be accessible about 30 minutes prior to the start time of the meeting.
Points to note regarding live streaming
Viewing a live stream is not recognized as attending the General Meeting of Shareholders under the Companies Act. Therefore, shareholders viewing live stream are not allowed to ask questions, exercise voting rights, nor submit proposals at the General Meeting ofShareholders.
With regard to exercising voting rights, we ask that you exercise your vote beforehand either in writing (by mail) or via the Internet, following the guidance on page 4 of thisnotice by the deadline.
Only the shareholder may view the live stream. We ask that proxies, etc. refrain from viewing it.
Taking photographs or making video or audio recordings of the live stream, and storing or publishing them on social media and so forth are strictly prohibited.
Please note that faults in video and audio performance may occur due to your device (model, performance, etc.) and the Internet connection environment (condition of lines, connection speed, etc.).
The shareholder is responsible for telecommunication fees incurred while watching the live stream.
If you lose the enclosed Form for Exercising Voting Rights, you can ask for a reissue at the following contact point (available in the Japanese original only). However, please be aware that after about one week prior to the date of the General Meeting of Shareholders, you may be unable to receive a reissue, depending on the timing of your request.
Out of consideration for the privacy of shareholders in attendances, video recording of thevenue will be restricted to the area near the seating of the chairman and the officers. However, some attending shareholders may be recorded despite our efforts to avoid it.We thank you for your understanding.