The following is an English translation prepared for the convenience of shareholders and investors. The official text in the Japanese version of this notice has been prepared in accordance with statutory provisions and mailed to the respective shareholders separately. Should there be any inconsistency in the contents of the translation and the official version, the latter shall prevail. The Company accepts no liability for any misunderstanding caused by the translation.
To All Shareholders:
Securities code: 6841
Date of sending by postal mail: June 5, 2023
Start date of measures for electronic provision: May 31, 2023
Yokogawa Electric Corporation
2-9-32 Nakacho, Musashino-shi, Tokyo
Notice of 2023 Annual General Meeting of Shareholders
Dear Shareholder:
Yokogawa Electric Corporation (hereinafter the Company) hereby announces that the 2023 Annual General Meeting of Shareholders will be held as per the schedule below.
Shareholders are kindly asked to make a decision about whether to attend the meeting in person in light of the COVID-19 situation on the day of the meeting, as well as their own physical condition. Voting rights can be exercised in advance by mail, via the Internet, or other means in lieu of attending the meeting in person. Please review the attached Reference Materials for General Meeting of Shareholders concerning the exercise of your shareholder voting rights and submit your vote using one of the methods outlined below.
Sincerely,
Hitoshi Nara
President and CEO
- Time & Date: 10:00 a.m. (Japan time), Tuesday, June 27, 2023
- Place: Conference Hall, Yokogawa Head Office, 2-9-32Nakacho, Musashino-shi,Tokyo
- Meeting Agenda:
Items to be reported
- Business report, consolidated financial statements, and a report on the audit of the consolidated accounts by the accounting auditors and the Audit & Supervisory Board for fiscal year 2022 (April 1, 2022 to March 31, 2023)
- Non-consolidatedfinancial statements for fiscal year 2022 (April 1, 2022 to March 31, 2023)
Items to be resolved
Item 1: Disposition of Surplus
Item 2: Election of Eight (8) Directors
Item 3: Election of One (1) Audit & Supervisory Board Member
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[Vote by mail]
Indicate "for" or "against" for each agenda item shown on the enclosed voting form and return it promptly to ensure its arrival no later than 5:00 p.m. on Monday, June 26, 2023, Japan time.
[Vote via the Internet]
Access the shareholder voting site (https://soukai.mizuho-tb.co.jp/) designated by the Company and enter the voting code and password found on the enclosed voting form.
By following the prompts on the screen, indicate "for" or "against" for each agenda item and submit this form no later than 5:00 p.m. on Monday, June 26, 2023, Japan time.
For more details, please refer to the Instructions for Internet Voting on page 52.
[Handling of multiple voting]
If you exercise your voting right both by mail and via the Internet, the voting via the Internet shall prevail regardless of the arrival date of the mailed vote. In the case of multiple voting via the Internet, the last voting shall prevail.
Notes:
- If attending the meeting in person, please present the enclosed voting form to the reception desk upon arrival. If you intend to exercise your voting rights by proxy, you must appoint as your proxy another shareholder who is entitled to exercise voting rights and will attend the General Meeting of Shareholders, pursuant to Article 19 of the Articles of Incorporation of the Company. However, a written document certifying the proxy's authority must be submitted to the Company.
- Revisions to or amendments, if necessary, of the Reference Materials for General Meeting of Shareholders, Business Report, Non-consolidatedFinancial Statements and Consolidated Financial Statements will be posted on the Company website(https://www.yokogawa.com/about/ir/reports/meeting/).
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Reference Materials for General Meeting of Shareholders
Item 1: Disposition of Surplus
The distribution of earnings to shareholders is a top management priority for the Company. By achieving growth in earnings, the Company aims to steadily and continuously increase our dividend payments.
Specifically, the Company strives to ensure a consolidated dividend payout ratio of more than 30% while giving overall consideration to ensuring investment capital for maximizing business results and mid- to long-term shareholder value and maintaining financial footing for supporting investment for growth. The Company also aims to maintain a stable dividend based on a DOE (dividend on equity) ratio, even when business results deteriorate due to temporary factors.
Based on the above policy, the Company proposes the following dividend payment. With this, the annual dividend per share for the year, including the interim dividend of 17 yen, will be 34 yen.
Matters related to year-end dividends
- Type of dividend assets Cash
- Allocation of dividend assets and total amount of allocation
17 yen per common share of the Company Total amount of payout is 4,537,794,309 yen.
- Effective date of dividend payout June 28, 2023
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Item 2: Election of Eight (8) Directors
At the conclusion of this General Meeting of Shareholders, the terms of office for nine (9) Directors will expire. The Company proposes to elect a total of eight (8) Directors including five (5) Outside Directors, lowering the number of Directors by one (1).
The Company nominated candidates for Directors by the resolution of the Board of Directors following the recommendation and deliberation by the Company's Nomination Advisory Committee, over half of whose members are Outside Directors, based on "The policy and procedure for the appointment and dismissal of Directors, Audit & Supervisory Board Members and officers," stipulated by the Company.
Information on the eight (8) Director candidates is provided below.
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Number of | ||||||
Candidate | Name | Company | ||||
Brief history, position and area of responsibility | shares owned | |||||
number | Date of birth | |||||
by the | ||||||
candidate | ||||||
Apr. | 1985 | Joined the Company | ||||
Oct. | 2001 | Deputy Managing Director of Yokogawa Engineering | ||||
Asia Pte. Ltd. | ||||||
Oct. | 2003 | Managing Director of Yokogawa (Thailand) Ltd. | ||||
Jan. | 2007 | Head of Sales Div. I, Industrial Solutions Business | ||||
Headquarters of the Company | ||||||
Apr. | 2010 | Senior Vice President, Head of Industrial Solutions | ||||
Business Headquarters | ||||||
Jun. | 2011 | Director and Senior Vice President, Head of Industrial | ||||
Solutions Business Headquarters | 28,713 | |||||
Apr. | 2012 | Director and Senior Vice President, Head of Industrial | shares | |||
Solutions Service Business Headquarters | ||||||
Apr. | 2013 | Director of the Company, President of Yokogawa | ||||
Hitoshi Nara | Solution Service Corporation | |||||
Apr. | 2017 | Director and Executive Vice President, Chief | ||||
(Jan. 23, 1963) | ||||||
Executive for Japan and Korea, and President of | ||||||
Reelection | Yokogawa Solution Service Corporation | |||||
Apr. | 2018 | Director and Executive Vice President, Head of Life | ||||
Candidate | ||||||
Innovation Business Headquarters | ||||||
1 | ||||||
Apr. | 2019 | President and Chief Executive Officer (present) | ||||
Number of years since appointment as a Director | 12 years | |||||
(at the conclusion of this AGM) | ||||||
Attendance of Board of Directors Meetings | Present at 14 of the 14 meetings | |||||
(FY2022) | (100%) |
The reason for election as a Director candidate
Mr. Hitoshi Nara properly supervises management as a Director. He has spearheaded the execution of business as President and Chief Executive Officer since FY2019 after being engaged in operations for the sales department of the Company's industrial automation and control business, serving as President of domestic and overseas subsidiaries and working on the launch of new business, and has abundant experience and track records as a corporate manager. Because he is expected to continuously contribute to improvement of corporate value and strengthening of the decision-making function and the management supervision function of the Board of Directors by utilizing his experience in management and track records, his election as a Director is being requested.
In addition, please refer to page 14 for "The policy and procedure for the appointment and dismissal of Directors, Audit & Supervisory Board Members and officers."
Notes: 1. There is no special interest between Mr. Hitoshi Nara and the Company.
2. The Company has concluded a directors and officers liability insurance agreement provided for in Article
430-3, paragraph (1) of the Companies Act with an insurance company. This agreement covers the insured's losses and such costs as dispute expenses incurred from claims by shareholders and third parties, etc. for damages arising from acts carried out by the insured as an officer of the Company (including negligence). Mr. Hitoshi Nara is currently included in the said insurance agreement as an insured, and provided he is re -elected as proposed, he will continue to be included as an insured in the said insurance agreement. In addition, the Company plans to renew the agreement with details of the same degree at the time of next renewal.
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Yokogawa Electric Corporation published this content on 28 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 May 2023 07:41:03 UTC.