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.
(Stock Exchange Code 6622) June 6, 2023 (Commencement date of electronic provision measures: June 1, 2023)
To Shareholders with Voting Rights:
Shoichiro Minomo
President and Chief Executive Officer
DAIHEN Corporation
2-1-11 Tagawa, Yodogawa-ku, Osaka,
Japan
NOTICE OF
THE 159TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We are pleased to announce that the 159th Annual General Meeting of Shareholders of DAIHEN Corporation (the "Company") will be held as described below.
In convening this Annual General Meeting of Shareholders, the Company has taken measures for electronic provision and posted the matters subject to the measures for electronic provision on our website on the Internet as the "NOTICE OF THE 159TH ANNUAL GENERAL MEETING OF SHAREHOLDERS."
The Company's website (English) https://www.daihen.co.jp/en/ir/
In addition to the Company's website, matters subject to the measures for electronic provision are also posted on the website of the Tokyo Stock Exchange (TSE).
TSE website (Listed Company Search) https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the above TSE website, perform a search by entering "DAIHEN" in the "Issue name (company name)" field or the Company's securities code "6622" in the "Code" field and select "Basic Information" and "Documents for public inspection/PR information" in that order, and confirm the details in "Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting" in "Filed information available for public inspection."
If you are unable to attend the meeting, you can exercise your voting rights in writing or via the Internet, etc. Please review the Reference Documents for the General Meeting of Shareholders included in the matters subject to the measures for electronic provision and exercise your voting rights following the instructions provided no later than 5:00 p.m. on Tuesday, June 27, 2023, Japan time.
1. Date and Time: Wednesday, June 28, 2023 at 10:00 a.m. Japan time
2. Place: | The Company's Head Office |
2-1-11 Tagawa, Yodogawa-ku, Osaka, Japan | |
(Please refer to the guide map at the end of this notice.) |
3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company's
159th Fiscal Year (April 1, 2022 - March 31, 2023) and results of audits by the Financial Auditor and the Board of Auditors of the Consolidated Financial Statements
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2. Non-consolidated Financial Statements for the Company's 159th Fiscal Year (April 1, 2022 - March 31, 2023)
Matters to be resolved:
Proposal 1: Appropriation of Surplus
Proposal 2: Election of Ten (10) Directors
Proposal 3: Election of Three (3) Auditors
- When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
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The physical document delivered to shareholders also serves as a document stating the matters subject to the measures for electronic provision to be provided upon request for delivery of physical documents. Of the items to be included in the physical document stating the matters subject to the measures for electronic provision, the following items are posted on the Company's website (https://www.daihen.co.jp/en/ir/) and
ontheTokyoStockExchangewebsite (https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show) in accordance with laws and regulations and the Articles of Incorporation of the Company, and are therefore not included in the physical documents delivered to shareholders who requested provision of physical documents. - Notes to Consolidated Financial Statements
- Notes to the Non-consolidated Financial Statements
Accordingly, the content of the physical document stating the matters subject to the measures for electronic provision is part of the Consolidated and Non-consolidated Financial Statements audited by the Auditors and the Financial Auditor in the preparation of the Audit Report.
- Should the matters subject to the measures for electronic provision require revisions, the versions before and after revision will be posted on each website on which the matters are posted.
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When attending this Annual General Meeting of Shareholders, please be aware of your health condition up to the day of the meeting and be sure not to strain yourself.
In particular, shareholders who are elderly, have underlying diseases, or are pregnant, are requested to exercise careful judgment. - If there are any changes to the operation of the General Meeting of Shareholders due to future changes in circumstances, the information will be posted on the Company's website (https://www.daihen.co.jp/).
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Reference Documents for the General Meeting of Shareholders
Proposal 1: Appropriation of Surplus
Matters concerning the year-end dividend
The year-end dividend for the current fiscal year will be as follows, taking into consideration the business results for the current fiscal year and future business development.
- Type of dividend property Cash
- Allotment of dividend property and total amount thereof 87.00 yen per share of common stock of the Company Total amount: 2,141,682,567 yen
- Effective date of distribution of surplus
June 29, 2023
*Dividends for fiscal 2019 include a "100th Anniversary Commemorative Dividend" of 5 yen.
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Proposal 2: Election of Ten (10) Directors
The terms of office of all nine (9) Directors will expire at the conclusion of this Annual General Meeting of Shareholders. Accordingly, the election of ten (10) Directors is proposed in order to further enhance the management structure and governance function.
The candidates for Director are as follows.
No. | Name | Sex | Attributes | Current positions and responsibilities | |
at the Company | |||||
1 | [Reappointment] | Tetsuya Tajiri | Male | Chairman | |
2 | [Reappointment] Shoichiro Minomo | Male | President and Chief Executive | ||
Officer | |||||
Executive Vice President and | |||||
3 | [Reappointment] | Kazuo Kamo | Member of the Board | ||
Male | In charge of Power Distribution | ||||
System Div. and Power Transformer | |||||
Div. | |||||
Executive Vice President and | |||||
4 | [Reappointment] | Keiki Morimoto | Male | Member of the Board | |
In charge of Welding & Joining Div. | |||||
and FA Robot Div. | |||||
Executive Vice President and | |||||
Member of the Board | |||||
5 | [Reappointment] | Haruhisa Kimura | Male | In charge of Industrial Electrical | |
Equipment Div., Energy | |||||
Management System Div., and | |||||
Charging System Div. | |||||
Senior Vice President and Member of | |||||
6 | [Reappointment] | Shingo Wada | Male | the Board | |
General Manager of Power Products | |||||
Sales Division | |||||
Senior Vice President | |||||
7 | [Reappointment] | Kentaro Kaneko | Male | In charge of Head Office; in charge | |
of risk management, compliance, and | |||||
safety | |||||
8 | [Reappointment] | Keiichi Ando | Male | [Outside] | Member of the Board |
[Independent] | |||||
9 | [Reappointment] | Emiko Magoshi | Female | [Outside] | Member of the Board |
[Independent] | |||||
10 | [Reappointment] | Yasufumi | Male | [Outside] | Member of the Board |
Fujiwara | [Independent] | ||||
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No. | Name | Career summary, positions, responsibilities | Number of shares | |
of the Company | ||||
(Date of birth) | and significant concurrent positions | |||
held | ||||
April 1978 | Joined the Company | |||
Tetsuya Tajiri | June 2001 | Vice President | ||
(January 2, 1955) | June 2005 | Senior Vice President and Member of the Board | 19,200 | |
June 2009 | President and Chief Executive Officer | |||
[Reappointment] | April 2021 | Chairman (to present) | ||
1 | ||||
[Reasons for selection as a candidate for director] | ||||
Mr. Tetsuya Tajiri has served as President and Chief Executive Officer and then Chairman, and has achieved | ||||
results that enabled the Company to acquire the fundamental attributes of a development-driven company. The | ||||
Company believes that his achievements as well as his deep insight and abundant experience in all aspects of | ||||
management are necessary for the further enhancement of its corporate value, and has therefore nominated him | ||||
again as a candidate for director. | ||||
Shoichiro Minomo | April 1987 | Joined the Company | ||
June 2011 | Vice President | |||
(January 1, 1963) | ||||
June 2013 | Vice President and Member of the Board | 4,400 | ||
[Reappointment] | April 2017 | Senior Vice President and Member of the Board | ||
April 2021 | President and Chief Executive Officer (to present) | |||
2 | ||||
[Reasons for selection as a candidate for director] | ||||
Mr. Shoichiro Minomo has deep insight as an engineer and has achieved results in managing and promoting the | ||||
technological development of the Company. He has led management as President and Chief Executive Officer | ||||
since 2021. The Company believes that his insight and experience are necessary for the further enhancement of | ||||
its corporate value as it endeavors to become an "R&D-focused company," and has therefore nominated him again | ||||
as a candidate for director. | ||||
April 1981 | Joined the Company | |||
Kazuo Kamo | June 2009 | Vice President and Member of the Board | ||
April 2013 | Senior Vice President and Member of the Board | |||
(October 19, 1958) | ||||
April 2017 | Executive Vice President and Member of the Board | |||
11,422 | ||||
(to present) | ||||
[Reappointment] | ||||
(Responsibilities) | ||||
3 | In charge of Power Distribution System Div.; in charge of Power | |||
Transformer Div. | ||||
[Reasons for selection as a candidate for director] | ||||
Mr. Kazuo Kamo has extensive experience and deep insight in the sales and planning divisions of the Power | ||||
Products Business Segment. The Company expects that his experience and insight will strengthen the decision- | ||||
making and supervisory functions of its Board of Directors and contribute to the realization of management | ||||
strategies, and has therefore nominated him again as a candidate for director. | ||||
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Daihen Corporation published this content on 06 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 June 2023 02:35:07 UTC.