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: 6463 June 8, 2022
To our shareholders:
Hiroshi Suehiro
Representative Director, Chairman & CEO
TPR Co., Ltd.
1-6-2, Marunouchi, Chiyoda-ku, Tokyo
Notice of the 89th Annual General Meeting of Shareholders
We are pleased to announce the 89th Annual General Meeting of Shareholders (the "Meeting") of TPR Co., Ltd. (the "Company"), which will be held as indicated below.
However, in order to prevent the spread of the novel coronavirus disease (COVID-19), you are recommended to exercise your voting rights in writing or via the internet. Please review the attached Reference Documents for General Meeting of Shareholders, and exercise your voting rights no later than 5:10 p.m. Tuesday, June 28, 2022 (Japan Standard Time).
- Date and Time: Wednesday, June 29, 2022, at 10:00 a.m. (JST) (Reception will open at 9:00 a.m.)
- Venue:Conference room of the Company's headquarters, shin-Marunouchi Center Building 10F
1-6-2, Marunouchi, Chiyoda-ku, Tokyo - Purpose of the Meeting
Matters to be reported:
- The Business Report and the Consolidated Financial Statements for the 89th fiscal year (from April 1, 2021 to March 31, 2022), and the results of audits of the Consolidated Financial Statements by the financial auditor and the Audit & Supervisory Board
- The Non-Consolidated Financial Statements for the 89th fiscal year (from April 1, 2021 to March 31, 2022)
Matters to be resolved:
Proposal No. 1 Partial Amendments to the Articles of Incorporation
Proposal No. 2 Election of Eight Directors
Proposal No. 3 Election of Two Audit & Supervisory Board Members
- When you attend the Meeting in person, you are kindly requested to present the enclosed voting form at the reception.
- Any amendment to the Company's Reference Documents for General Meeting of Shareholders, the Business Report, and the Non-Consolidated and Consolidated Financial Statements will be published on the Company's website (Japanese only).
The Company's website (https://www.tpr.co.jp)
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Reference Documents for General Meeting of Shareholders
Proposal No. 1 Partial Amendments to the Articles of Incorporation
1. Reasons for the proposal
Since 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) are to be enforced on September 1, 2022, the Company proposes to make the following changes to its Articles of Incorporation for the introduction of the system for providing informational materials for the general meeting of shareholders in electronic format.
- Since it is obligatory to stipulate in the Articles of Incorporation that electronic provision measures will be taken for information that is the content of reference documents for the general meeting of shareholders, etc., changes to Article 14 Paragraph 1 (providing information in electronic format, etc.) will be newly established.
- Regarding the matters for which electronic provision measures will be taken for information that is the content of reference documents for the general meeting of shareholders, etc., in order to be able to limit the scope of matters to be stated in the document to be delivered to the shareholders who requested a delivery within the scope specified by the Ordinance of the Ministry of Justice, changes to Article 14, Paragraph 2 (providing in electronic format, etc.), will be newly established.
- When the electronic provision system is introduced, the provisions for Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc. (Article 14 of the current Articles of Incorporation) will no longer be required, so they will be deleted.
- Accompanying the aforementioned establishment and deletion of provisions, supplementary provisions will be established. Furthermore, these supplementary provisions will be deleted after the period has passed.
2. Details of the amendments
Details of the amendments are as follows:
(Underlined portions indicate amendments.) | |
Current Articles of Incorporation | Proposed amendments |
(Internet Disclosure and Deemed Provision of Reference | |
Documents for the General Meeting of Shareholders, Etc.) | |
Article 14 | (Deleted) |
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 report, | |
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. | |
(Measures, etc. for Providing Information in Electronic | |
Format) | |
(Newly established) | Article 14 |
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. | |
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Current Articles of Incorporation | Proposed amendments | |
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. | ||
(Supplementary Provisions) | ||
(Newly established) | 1. | The amendment to the Articles of Incorporation |
pertaining to Article 14 shall be effective from | ||
September 1, 2022, which is 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. | Notwithstanding the provision(s) of the preceding | |
paragraph, Article 14 of the Articles of Incorporation | ||
(Internet Disclosure and Deemed Provision of | ||
Reference Documents for the General Meeting of | ||
Shareholders, Etc.) shall remain effective regarding | ||
any general meeting of shareholders held on a date | ||
within six months from the Date of Enforcement. | ||
3. | 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 Eight Directors
At the conclusion of the Meeting, the terms of office of all nine Directors will expire. Therefore, the Company proposes the election of eight Directors. Appointment of the candidates for the Directors were made with the report submitted by the Nominating and Remuneration Committee, in which independent outside Directors make up a majority of the members.
The candidates for Director are as follows:
Candidate | Responsibility in the Company, and | |||
Name | Position in the Company | significant concurrent positions outside the | ||
No. | ||||
Company | ||||
1 | Hiroshi Suehiro | Representative Director, | Board of Director of FALTEC Co., Ltd. | Reelection |
Chairman & CEO | ||||
2 | Kazumi Yano | Representative Director, | Board of Director of FALTEC Co., Ltd. | Reelection |
President & COO | ||||
Representative Director, | Chairman of the Board of FALTEC Co., | Reelection | ||
3 | Masanobu Kishi | Chairman of the Board of | ||
Ltd. | ||||
Directors | ||||
Director | ||||
4 | Takehiko Karasawa | Senior Managing | In charge of Overseas Operations | Reelection |
Executive Officer | ||||
Director | ||||
5 | Akihiko Ii | Senior Managing | In charge of Sales | Reelection |
Executive Officer | ||||
Reelection | ||||
6 | Masataka Honke | Director | - | Outside |
Independent | ||||
Reelection | ||||
7 | Toshihisa Kato | Director | - | Outside |
Independent | ||||
Attorney at law | ||||
Outside Director (Audit & Supervisory | Reelection | |||
Committee Member) of LINTEC | ||||
8 | Kanako Osawa | Director | Outside | |
Corporation | ||||
Independent | ||||
Outside Audit & Supervisory Board | ||||
Member of Otsuka Holdings Co., Ltd. | ||||
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Candidate | Name | Career summary, position and responsibility in the Company | |||
No. | |||||
Apr. 1981 | Joined The Fuji Bank, Limited (Currently Mizuho | ||||
Bank, Ltd.) | |||||
May 2003 | General Manager of Mito Branch of Mizuho Bank, | ||||
Ltd. | |||||
Sept. 2004 | General Manager of Europe Corporate Banking | ||||
Division No. 1 of Mizuho Corporate Bank, Ltd. | |||||
Hiroshi Suehiro | Apr. 2006 | General Manager of Europe Division | |||
Apr. 2008 | Executive Officer, General Manager of Corporate | ||||
Reelection | Banking Division No. 7 | ||||
Date of birth: | Apr. 2011 | Managing Executive Officer, Head of Asia & | |||
Oceania | |||||
September 11, 1958 | Apr. 2014 | Managing Executive Officer, Head of the Americas, | |||
Number of shares of the | Mizuho Bank, Ltd. | ||||
Apr. 2015 | Senior Managing Executive Officer, Head of the | ||||
Company held: | |||||
2,600 | Americas | ||||
Number of years in office: | Apr. 2017 | Deputy President & Senior Executive Officer, Head | |||
1 | of the Americas, Mizuho Financial Group, Inc. | ||||
4 years | Apr. 2017 | Deputy President & Executive Officer, Head of the | |||
Attendance at Board of | Americas, Mizuho Bank, Ltd. | ||||
May 2018 | Vice President and Executive Officer of the | ||||
Directors meetings: | |||||
17/17 | Company | ||||
June 2018 | Director, Vice President and Executive Officer | ||||
June 2019 | Chairman of the Board of FALTEC Co., Ltd. | ||||
June 2019 | Representative Director, Chairman & CEO of the | ||||
Company (current position) | |||||
Apr. 2021 | Board of Director of FALTEC Co., Ltd. (current | ||||
position) | |||||
Significant concurrent positions outside the Company |
Board of Director of FALTEC Co., Ltd.
Reasons for nomination as candidate for Director
Hiroshi Suehiro has abundant management experience and broad knowledge in various areas such as banking and finance due to having served as Vice President, then Representative Director, Chairman & CEO of the Company after holding the executive positions in other companies over the long term. Accordingly, the Company proposes to nominate him as a candidate to continue serving as Director.
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TPR Co. Ltd. published this content on 01 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 May 2022 15:10:03 UTC.