These documents have been translated from Japanese originals for reference purposes only.
In the event of any discrepancy between these translated documents and the Japanese originals, the originals shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translations.
(Securities Code 6789)
March 7, 2022
To Shareholders with Voting Rights:
Kohei Tanabe
President
Roland DG Corporation
1-6-4, Shinmiyakoda,
Kita-ku, Hamamatsu, Shizuoka,
Japan
NOTICE OF
THE 41st ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 41st Ordinary General Meeting (the "Meeting") of Shareholders of Roland DG Corporation (the "Company"). The Meeting will be held for the purposes as described below.
In order to prevent the spread of COVID-19,you are strongly encouraged, to the extent possible, to exercise your voting rights in writing or via the Internet prior to the Meeting, and to judge whether or not to attend the Meeting in person, taking your own state of health into consideration.
Please review the Reference Documents for the General Meeting of Shareholders (described hereinafter), indicate your approval or disapproval of each of the proposals on the enclosed Voting Rights Exercise Form and exercise your voting rights no later than 5:20p.m. on Wednesday, March 23 2022 Japan time.
- Date and Time:
- Place:
- Meeting Agenda: Matters to be reported:
Thursday, March 24, 2022 at 1:00 p.m. Japan time
Heian Banquet Hall, 4th Floor at Okura Act City Hotel Hamamatsu 111-2 Itayamachi, Naka-ku, Hamamatsu, Shizuoka, Japan
- The Business Report, Consolidated Financial Statements and audit report on Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board for the Company's 40th Fiscal Year (from January 1, 2021 to December 31, 2021
- Non-ConsolidatedFinancial Statements for the Company's 40th Fiscal Year (from January 1, 2021 to December 31, 2021)
Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Partial Amendments to Articles of Incorporation
Proposal No. 3: Election of Six Directors
Proposal No. 4: Election of One Audit & Supervisory Board Member
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Requests for Attendees
When you attend the Meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk. If you could bring this "Notice of Ordinary General Meeting of Shareholders" with you to the Meeting, that would help us save resources and be very much appreciated.
If you appoint a proxy to attend the Meeting, the proxy is requested to submit a power of attorney in addition to the Voting Rights Exercise Form at the reception desk. (Please note that the Company recognizes only one shareholder, who holds a voting right of the Company, as a proxy.)
If you diversely exercise your voting rights, please notify the Company in writing of your diverse exercise of voting rights and reasons for that, by no later than three days before the Meeting.
Note:
The Consolidated Financial Statements and Non-Consolidated Financial Statements attached hereto are those parts that have been audited by the Audit & Supervisory Board, as well as by the Accounting Auditor. The Consolidated Statements of Changes in Net Assets and the Statements of Changes in Net Assets and the Explanatory Notes on Consolidated Financial Statements and the Explanatory Notes on Non-Consolidated Financial Statements, which have not been attached hereto pursuant to applicable laws and regulations and Article 15 of the Company's Articles of Incorporation, are available on the Company's website at the following URL: www.rolanddg.com/en/investors/stock- information/shareholders-meeting/.
Any updates to the attachments (excluding audit reports) and Reference Documents for the General Meeting of Shareholders will be posted on the Company's website at the following URL: www.rolanddg.com/en/investors/stock-information/shareholders-meeting/.
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Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Appropriation of Surplus
Matters related to year-end dividends
The Company hereby proposes its year-end dividends for the fiscal year under review as follows, taking into consideration the Company's basic policy for shareholder returns as described below, consolidated financial results for the fiscal year under review, and the Company's future business plan.
Please be noted that in a case where this proposal is approved, total amount of dividend, including interim dividend, for the fiscal year under review will be 100 yen per share, an increase of 90 yen from the previous fiscal year.
Dividend policy
Shareholder return is a key managerial focus for the Company. We aim to provide stable dividends to our shareholders taking into account the cash needs for investment to drive sustainable growth as well as the risk, financial performance and stability.
Specifically, while also accounting for future business needs, we will set 30% payout ratio to consolidated net income and 2% dividend on equity (DOE) as our metrics and pay the higher of the two amounts in order to provide stable dividends to our shareholders.
- Type of dividends: Cash
-
Matters related to the allocation of dividend property to the shareholders and the total amount to be distributed:
60 yen per share of the Company's common stock
The total amount of the dividends to be distributed will be 759,354,180 yen. - Effective date of distribution of surplus:
March 25, 2022
37th | 38th | 39th | 40th | 41st | |
Business | Business | Business | Business | Business | |
Term | Term | Term | Term | Term | |
(1/1/2017- | (1/1/2018- | (1/1/2019- | (1/1/2020/- | (1/1/2021- | |
12/31/2017) | 12/31/2018) | 12/31/2019) | 12/31/2021) | 12/31/2021) | |
Annual cash dividends per | 35 | 45 | 25 | 10 | 60 |
share (Yen) | |||||
Interim dividends per share | 25 | 25 | 25 | 0 | 40 |
(Yen) | |||||
60 | 70 | 50 | 10 | 100 | |
Consolidated payout ratio | 39.2 | 30.5 | 32.2 | 49.6 | 33.3 |
(%) | |||||
DOE (%) | 3.5 | 3.8 | 2.5 | 0.5 | 4.6 |
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Proposal No. 2: Partial Amendments to Articles of Incorporation
1. Reasons for amendments
The amended provisions stipulated in the supplementary provision of Article 1 of the Act Partially Amending the Companies Act (Act No. 70 of 2019) will be enforced on September 1, 2022. In order to accommodate a system for providing general shareholder meeting materials in electronic format, the Articles of Incorporation of the Company shall be amended as follows.
- The proposed amendments to Article 15, Paragraph 1 shall stipulate that the Company takes the electronic provision measure for information included in the reference document for general meeting of shareholders, etc.
- The proposed amendments to Article 15, Paragraph 2 shall establish a provision to limit the scope of matters to be included in the paper copy to be sent to shareholders who have requested it.
- The provisions related to the Disclosure on Internet of Reference Materials for General Meeting of Shareholders Deemed and Deemed Provision of that Information (Article 15 of the current Articles of Incorporation) will become unnecessary and will therefore be deleted.
- In line with the above establishment and deletion of the provisions, supplementary provisions related to the effective date, etc. shall be established.
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2. Detail of amendments
The detail of the amendments are as below.
(Changes are underlined.) | |||
Current Articles of Incorporation | Proposed amendments | ||
Article 15. (Disclosure via Internet and | [Deleted] | ||
Deemed Delivery of Reference Documents, | |||
etc. for General Meetings of Shareholders) | |||
Upon convening a general meeting of | |||
shareholders, the Company may deem that the | |||
information required to be described or | |||
indicated in the reference documents for the | |||
general meeting of shareholders, business | |||
reports, financial statements and consolidated | |||
financial statements shall have been provided | |||
to the shareholders when such information is | |||
disclosed, pursuant to laws or regulations, | |||
through a method that uses the Internet. | |||
[Newly established] | Article 15. (Provision of documents for | ||
general meeting of shareholders in | |||
electronic format) | |||
Upon convening a general meeting of | |||
shareholders, the Company shall take the | |||
electronic provision measure provided for in | |||
Article 325-2 of the Company Law. | |||
2 Among matters for which the electronic | |||
provision measure will be taken, the | |||
Company is not required to state all matters | |||
prescribed by the Ministry of Justice Order | |||
in the document that will be issued to | |||
shareholders who requested the issuance of | |||
the document stated in Article 325-5 of the | |||
Company Law by the record date. | |||
[Newly established] | (Supplementary provision) | ||
1. The deletion and amendment of Article 15 of | |||
the current Articles of Incorporation | |||
(provided as reference documents for | |||
general meeting of shareholders on the | |||
Internet) and the establishment of Article 15 | |||
(electronic provision measures, etc.) are the | |||
laws that partially amend the Companies | |||
Act (the first year of Reiwa). Law No. 70) It | |||
shall come into effect from the date of | |||
enforcement of the revised provisions | |||
stipulated in the proviso of Article 1 of the | |||
Supplementary | Provisions (hereinafter | ||
referred to as the "enforcement date"). | |||
2. Notwithstanding | the provisions of the | ||
preceding paragraph, Article 15 of the | |||
current Articles of Incorporation shall still be | |||
effective for a general meeting of | |||
shareholders whose date is within six | |||
months from the date of enforcement. | |||
3. This Supplementary Provision shall be | |||
deleted after 6 months have passed from | |||
the enforcement date or 3 months have | |||
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Roland DG Corporation published this content on 28 February 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 February 2022 23:11:03 UTC.