Secom : Notice of Convocation of The 55th Ordinary General Meeting of Shareholders

Microsoft Word - 20160531 セコム様_最終（クリーン） Notice of Convocation

The 55th Ordinary General Meeting of Shareholders

The following is an English translation of the Notice of Convocation of the 55th Ordinary General Meeting of Shareholders of SECOM CO., LTD. to be held on June 24, 2016, except for the translation of the INSTRUCTION ON ONLINE VOTING and the ACCESS MAP FOR THE PLACE OF THE MEETING in the

Notice. The Company provides this translation for your reference and convenience only and without any warranty as to its accuracy or otherwise.

Table of Contents

Notice of Convocation of The 55th Ordinary General Meeting of Shareholders 4

Reference Document Concerning the General Meeting of Shareholders 7

[Attached Documents]

Business Report 14

1. Outline of the Group's Business 14

2. The Current Business Development and Results of Operations 14

3. Issues the Group Has to Cope with 17

4. Capital Expenditures 18

5. Fund Raising 18

6. Trends in Earnings and Assets of the Group 19

7. Trends in Earnings and Assets of the Company 19

8. Matters Concerning Principal Subsidiaries 21

9. Principal Business of the Group 22

10. Principal Offices of the Group 22

11. Matters Concerning Employees of the Group and the Company 22

12. Principal Lenders 23

13. Other Important Matters Concerning the Group 23

14. Matters Concerning the Company's Shares and Shareholders 24

15. Total Number of Shares to be Issued 24

16. Total Number of Issued Shares 24

17. Number of Shareholders at the End of the Fiscal Year 24

18. Number of Shares Constituting a Unit of Shares 24

19. Major Shareholders 24

20. Directors and Audit & Supervisory Board Members 25

21. Names and Titles of Directors and Audit & Supervisory Board

    Members 25

22. Discription of the Agreement Limiting Liabilities 27

23. Remuneration of Directors and Audit & Supervisory Board

    Members 27

24. Policy for Determining the Amount of Remuneration of Directors

    and Audit & Supervisory Board Members 27

25. Outside Directors and Outside Audit & Supervisory Board Members 28

26. Accounting Auditor 31

27. Name of Accounting Auditor 31

28. Remuneration of Accounting Auditor 31

29. Concent for the Amount of Remuneration for Accounting Auditor 31

30. Non-Audit Duties 31

31. Policy for Decision for Dismissal or Non-reappointment 31

32. System under which the Company's Business is Ensured to be

    Properly Executed 32

33. Basic Policy Regarding Internal Control System 32

34. Outline of Status of Operation of Internal Control System 38

35. Consolidated Financial Statements

    Consolidated Balance Sheet 41

    Consolidated Statement of Income 42

    Consolidated Statement of Changes in Net Assets 43

    Non-Consolidated Financial Statements

    Non-Consolidated Balance Sheet 45

    Non-Consolidated Statement of Income 46

    Non-Consolidated Statement of Changes in Net Assets 47

    Auditors' Reports

    Certified Copy of the Accounting Auditor's Report (Consolidated) 50

    Certified Copy of the Accounting Auditor's Report (Non-Consolidated) 52

    Certified Copy of the Audit & Supervisory Board's Report 54

    (Note) This Table of Contents is for this abridged English translation only, and not the same as that in the original Japanese documents.

    Stock Exchange Code: 9735

    June 2, 2016

    Notice of Convocation of The 55th Ordinary General Meeting of Shareholders

    Dear Shareholders:

    You are cordially invited to attend the 55th Ordinary General Meeting of Shareholders of SECOM CO., LTD. (the "Company").

    If you are unable to attend the aforesaid meeting, you can exercise your voting rights through either of the methods stated below. The Company respectfully requests you to study the "Reference Document Concerning the General Meeting of Shareholders" below and exercise your voting rights on or before 6:00 p.m. (JST) June 23, 2016 (Thursday):

    [In case of exercising voting rights by mail]

    Please indicate on the Voting Rights Exercise Form enclosed herewith your approval or disapproval to the proposals on the agenda, and return the form to the Company by mail on or before the time limit stated above.

    [In case of exercising voting rights via the Internet]

    Please access the website for the exercise of voting rights (http://www.evote.jp/), using the log-in ID and temporary password which are shown on the Voting Rights Exercise Form. After logging in, please indicate whether you approve or disapprove the items on the agenda by following the instructions on the display screen by the time limit stated above.

    Yours very truly,

    SECOM CO., LTD.

    5-1, Jingumae 1-chome, Shibuya-ku, Tokyo, Japan

    By: YASUO NAKAYAMA

    President and Representative Director

    (Note) Please note that shareholders with addresses outside Japan may not themselves use these voting procedures. For these shareholders please consult their custodian in Japan as to the exercise of voting rights.