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.
Stock Exchange Code: 5985
June 5, 2023
To Shareholders,
Tadao Ohtani
Representative Director and CEO
SUNCALL CORPORATION
14, Umezunishiura-cho,Ukyo-ku, Kyoto, Japan
NOTICE OF THE 106TH ANNUAL SHAREHOLDERS' MEETING
We are pleased to announce the 106th Annual Shareholders' Meeting of SUNCALL CORPORATION (the "Company"). The meeting will be held for the purposes as described below.
On convening this shareholders' meeting, the Company has taken the measures available under Japanese law to provide the reference material for this meeting in an electronic format. (Information made available electronically is referred to as "matters for which measures for providing information in electronic format have been taken.") The Notice of the 106th Annual Shareholders' Meeting is available online at the following website address.
https://www.suncall.co.jp/ir/meeting/ https://d.sokai.jp/5985/teiji/ (in Japanese only)
The above electronically provided information (the "matters for which measures for providing information in electronic format have been taken") is available not only on this website, but also on the website of the Tokyo Stock Exchange. Information can be accessed by visiting the website below, inserting and searching for Suncall as the Issue name (company name) or 5985 as the Code, and then selecting "Basic information," "Documents for public inspection/PR information." https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese only)
If you are unable to attend the Annual Shareholders' Meeting in person, then you may exercise your voting rights using either of the methods below. We ask that, after reviewing the reference material for the meeting, you exercise your voting rights in accordance with the Instructions on Exercising Your Voting Rights on page 3 [of the Japanese original text] of this Notice.
When exercising your voting rights online
Access our company's designated website for online voting (https://www.web54.net) and follow the on-screen instructions to vote for or against each proposal prior to 4:45 p.m. on Thursday, June 22, 2023.
Before exercising your voting rights, please confirm the section entitled "how to exercise your voting rights online" on page 4 [of the Japanese original text] of this Notice.
When exercising your voting rights in writing
Indicate your agreement with or opposition to each proposal on the enclosed voting form and send the form such that it arrives prior to 4:45 p.m. on Thursday, June 22, 2023.
- Date and Time: Friday, June 23, 2023, at 10:00 a.m. (JST)
- Venue: Suncall conference room
14, Umezunishiura-cho,Ukyo-ku, Kyoto, Japan
3. Matters before the meeting: Matters to be reported
- The Business Report, Consolidated Financial Statements, and results of audits by the Independent Auditor and the Audit and Supervisory Committee of the Consolidated Financial Statements for the Company's 106th Fiscal Year (April 1, 2022 - March 31, 2023)
- Non-consolidatedFinancial Statements for the Company's 106th Fiscal Year (April 1, 2022 - March 31, 2023)
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Matters to be resolved
Proposal 1: Appropriation of Surplus
Proposal 2: Election of Seven Directors (Excluding Directors who are Audit and Supervisory Committee Members)
Proposal 3: Election of One Substitute Director who is an Audit and Supervisory Committee Member
Proposal 4: Renewal of Policies against a Large-Scale Purchase of the Company's Shares, etc. (Takeover Defense Measures)
- For those attending the meeting on the day, please submit the enclosed voting form at the reception desk.
- Of the information made available online (the "matters for which measures for providing information in electronic format have been taken"), the following information, in accordance with laws, regulations and stipulations of Article 15 Paragraph 2 of the Company's Articles of Incorporation, is not included in the written documents provided to shareholders who requested written information.
- "Company Systems and Policies" in the Business Report
- "Consolidated Statement of Changes in Equity" and "Notes to Consolidated Financial Statements" in the Consolidated Financial Statements
- "Non-consolidatedStatement of Changes in Equity" and "Notes to Non-consolidated Financial Statements" in the Non- consolidated Financial Statements
Note that these matters are included in the "matters relating to the notification of convocation of the 106th Annual Shareholders' Meeting for which measures for providing information in electronic format have been taken but which, in accordance with laws, regulations and the Articles of Incorporation, are not included in the written material provided in response to requests for written material." Accordingly, the Business Report, Consolidated Financial Statements and Non- Consolidated Financial Statements included in the documents issued to shareholders in response to requests for written information represent only part of the Business Report, Consolidated Financial Statements and Non-Consolidated Financial Statements audited by the Independent Auditor or the Audit and Supervisory Committee in preparing the Financial Audit Report or Audit Report.
- If there are any changes to the information made available online (the "matters for which measures for providing information in electronic format have been taken"), then the relevant information, as before the change and as after the change, will be made available on the websites referred to above.
- We ask please that shareholders refrain from attending the meeting if they are not in good health, due for example to symptoms of a cold, including fever, cough, sneezing, or other symptoms.
- Please note that no social reception for shareholders will be held after the shareholders' meeting.
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Reference Documents for the Shareholders' Meeting
Proposals and Reference Information
Proposal 1: Appropriation of Surplus
In order to increase value for shareholders in accordance with the Global Growth Plan 2024 (GGP24), our Medium-term Management Plan for the period FY 2022-2024, we will implement business management that focuses on return on capital and balance sheet management. Our policy for shareholder returns and the Medium- term Management Plan (GGP24) is that we shall maintain a dividend ratio of 75% until ROE exceeds 9.0% (the minimum dividend of ¥20).
The Company proposes to pay a year-end dividend for the fiscal year under review as follows:
Year-end dividend
- Type of dividend asset Cash
-
Allotment of dividend assets to shareholders and their aggregate amount ¥9 per common share of the Company
Total amount: ¥273,661,182
Including the interim dividend of ¥11 per share, the dividends for the fiscal year under review will be ¥20 per share. - Effective date of dividend of surplus June 26, 2023
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Proposal 2: Election of Seven Directors (Excluding Directors who are Audit and Supervisory Committee Members)
The terms of office of all seven Directors (excluding Directors who are Audit and Supervisory Committee Members; hereinafter, the same applies in this proposal) will expire at the conclusion of this Meeting.
Therefore, the Company proposes the election of seven Directors.
This proposal was decided based on a report from the Nomination and Remuneration Advisory Committee, which is chaired by an Independent Outside Director.
The candidates for Directors are as follows:
Candidate | Name | Current position in the Company | |
No. | |||
1 | Tadao Ohtani | Incumbent | Representative Director and CEO |
Representative Director and Executive Vice | |||
President | |||
2 | Tadashi Nara | Incumbent | Chief Operating Officer of Research & |
Development Group, and General Manager of | |||
Product Strategy Dept. | |||
Director and Managing Executive Officer | |||
3 | Masatoshi Kanada | Incumbent | General Manager of Corporate Planning and |
Management Division | |||
Director and Managing Executive Officer | |||
4 | Kazutoshi Sugimura | Incumbent | General Manager of Suspension Products |
Division | |||
5 | Yoshihiro Miyake | New candidate | - |
Outside | |||
Incumbent | |||
6 | Fumiko Kagiya | Outside | Director |
Independent | |||
New candidate | |||
7 | Hiroko Ozawa | Outside | - |
Independent |
(Note) The Company insures all Directors through a directors and officers liability insurance (D&O Insurance) policy, as stipulated in Article 430-3, Paragraph (1) of the Companies Act. If this proposal is approved as proposed, and if the candidates are appointed as Directors, they will be insured under the D&O Insurance policy. The policy covers damages that may arise from the insured person's assumption of liability incurred in the course of the performance of duties as a Director or Officer, or from receipt of claims pertaining to the pursuit of such liability. However, there are certain exclusions to coverage; for example, the policy does not cover damages caused by acts committed by a person with knowledge that said acts are in violation of laws and regulations. (The Company pays for all premiums (including the rider) and the insured person essentially pays for no premiums. The policy has a deductible and does not cover damages up to the amount of the deductible.) The Company plans to renew said insurance policy with similar terms during the term of office.
Opinion of the Audit and Supervisory Committee
In regard to the election of Directors of the Company, two Independent Outside Directors who are Audit and Supervisory Committee Members attended the Nomination and Remuneration Advisory Committee and expressed their opinions, while the Audit and Supervisory Committee shared and discussed the policy and procedures for the election of candidate Directors.
As a result of said discussion, the Audit and Supervisory Committee concluded that the details of the election of Directors are appropriate and that there are no special matters to be stated at the Shareholders' Meeting in accordance with the provisions of the Companies Act.
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Candidate | Name | Career summary, position and responsibility in the Company, | Number of the | |
Company's shares | ||||
No. | (Date of Birth) | and significant concurrent positions outside the Company | ||
owned | ||||
Apr. 1985 | Joined the Company | |||
Apr. 2004 | General Manager of Suspension and Sub | |||
Micron Products Section, Digitronics Products | ||||
Division II | ||||
Apr. 2011 | Executive Officer, and Deputy General | |||
Manager of Suspension Products Division | ||||
June 2011 | Executive Officer, and Division Manager of | |||
Suspension Products Division | ||||
Apr. 2014 | Managing Executive Officer, and Division | |||
Manager of Information Technology and High | ||||
Precision Products Division | ||||
June 2015 | Director, Managing Executive Officer, and | |||
General Manager of Information Technology | ||||
and High Precision Products Division | ||||
Tadao Ohtani | Nov. 2015 | Director, Managing Executive Officer, and | 53,471 shares | |
September 27, 1960 | Deputy Director of Production and | |||
Administration Group | ||||
1 | Apr. 2017 | Director, Managing Executive Officer, and | ||
Chief Operating Officer of Production and | ||||
Administration Group | ||||
June 2017 | Representative Director, Senior Managing | |||
Director, Managing Executive Officer, and | ||||
Chief Operating Officer of Production and | ||||
Administration Group | ||||
June 2018 | Representative Director and President and CEO | |||
June 2020 | Representative Director and President and | |||
Executive Officer | ||||
(current position) | ||||
[Significant concurrent positions outside the Company] | ||||
Not applicable | ||||
Reasons for nomination as candidate for Director: | ||||
He has demonstrated excellent skills in various business fields, including the Company's Digitronics Products Division, | ||||
Suspension Products Division, and Information Technology and High Precision Products Division, and has | ||||
demonstrated outstanding management skills since his appointment as a Director of the Company in June 2015 and as | ||||
Representative Director and President and CEO in June 2018. The Company has therefore judged him to be an | ||||
appropriate candidate to achieve sustainable enhancement of its corporate value. | ||||
(Notes) 1. | There is no special interest between Tadao Ohtani and the Company. |
2. The number of shares held as listed above includes the number of shares actually held in the name of the Suncall Officers Stock Ownership Association.
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Disclaimer
Suncall Corporation published this content on 31 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 June 2023 07:43:09 UTC.