Note: This document has been translated from 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.
(Code: 4847 TSE Prime market) September 6, 2023 (Start Date of Measures for Electronic Provision: September 5, 2023)
To Shareholders with Voting Rights:
Kunimitsu Sato
Chief Executive Officer,
Representative Director
INTELLIGENT WAVE INC.
1-21-2, Shinkawa, Chuo-ku, Tokyo,
Japan
NOTICE OF
THE 40TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We are pleased to inform you that the 40th Annual General Meeting of Shareholders of INTELLIGENT WAVE INC. (the "Company") will be held for the purposes as described below.
The Company has adopted measures for electronic provision in convening this General Meeting of Shareholders by posting the "Notice of the 40th Annual General Meeting of Shareholders" to each of the websites given below. Please check each of the following websites.
https://www.iwi.co.jp/en/ir/stock/general_meeting.html https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=ShowEnter "INTELLIGENT WAVE" in the "Issue name (company name)" field or "4847" in the "Code" field and run a search. After finding the Company, select "Basic Information," followed by "Documents for public inspection/PR information." Look for the "Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting" field under the "Filed information available for public inspection" section.
Instead of attending the meeting, you may exercise your voting rights by either of the methods below. Please review the Reference Documents for the General Meeting of Shareholders included in the matters subject to measures for electronic provision and exercise your voting rights by no later than 6:00 p.m. Japan time on Tuesday, September 26, 2023.
[Exercising Voting Rights by Mail]
Please indicate your vote of approval or disapproval for the proposals on the enclosed Voting Rights Exercise Form and return it so that it arrives by the above exercise deadline.
[Exercising Voting Rights via the Internet]
Please access the URL indicated on the Voting Rights Exercise Form and enter your vote of approval or disapproval for the proposals by the above exercise deadline. For details, please see the "Guide to Exercising Voting Rights via the Internet" on page 4 (Japanese version only).
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1. Date and Time: Wednesday, September 27, 2023 at 10:00 a.m. Japan time
(Reception opens: 9:00 a.m.)
2. Place:"EAST21 HALL," first floor of Hotel East 21 Tokyo located at 6-3-3, Toyo, Koto-ku, Tokyo, Japan
3. Meeting Agenda:
Matters to be reported: The Business Report and the Non-consolidated Financial Statements for the
Company's 40th Fiscal Year (July 1, 2022 - June 30, 2023)
Proposals to be resolved:
Proposal 1: Distribution of Surplus
Proposal 2: Election of 6 Directors
Proposal 3: Final Payment of Retirement Benefits in Conjunction with the Abolition of the Retirement Benefit Plan for Officers
Proposal 4: Introduction of a Stock-Based Compensation Plan for Directors
〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
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If attending the meeting, please present the enclosed Voting Rights Exercise Form at the reception desk upon your arrival.
Additionally, please bring this Convocation Notice with you in order to conserve resources. - If the matters subject to measures for electronic provision are amended, the amended items will be posted on the respective websites where they were posted.
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Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1: Distribution of Surplus
The Company considers the return of profits to shareholders an important management issue, and our basic policy is to maintain a stable level of dividends, while taking into consideration the internal reserves required for strengthening our business foundations.
Based on this basic policy, the year-end dividend for the fiscal year under review shall be 20 yen per share, a 3 yen increase from the previous fiscal year, as a part of measures to enhance shareholder returns.
Items Related to the Year-end Dividend
- Type of dividend property Cash
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Items related to the allocation of dividend property to shareholders and its total amount 20 yen per common share
Total amount: 525,598,980 yen - Effective date of distribution of surplus September 28, 2023
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Proposal 2: Election of 6 Directors
The terms of office of all 6 Directors will expire at the conclusion of this year's General Meeting of Shareholders. Accordingly, the Company proposes the election of 6 Directors.
The candidates are as follows:
No. | Name | Past experience, positions, responsibilities | Number of | |
shares of the | ||||
(Date of birth) | and significant concurrent positions | |||
Company held | ||||
April 1983 | Joined Dai Nippon Printing Co., Ltd. | |||
October 2001 | General Manager of Sales Development Dept., IC Card Div., | |||
Business Forms & Securities Operations | ||||
April 2006 | General Manager of IC Card Business Development Dept., IC | |||
Card Business Development Div., Information Processing | ||||
Solutions Operations | ||||
April 2007 | General Manager of IC Card Business Development Div., | |||
Information Processing Solutions Operations | ||||
Kunimitsu Sato | October 2012 | General Manager of Digital Security Div., Information Solutions | ||
Operations | 14,300 | |||
(December 23, 1959) | ||||
April 2016 | Deputy General Manager of C&I Center, Information Innovation | |||
Operations | ||||
1 | April 2018 | General Manager of C&I Center, Information Innovation | ||
Operations | ||||
September 2019 | Director of the Company | |||
April 2020 | Deputy General Manager of Information Innovation Operations, | |||
Dai Nippon Printing Co., Ltd. | ||||
September 2020 | Chief Executive Officer, Representative Director of the | |||
Company (current) | ||||
as candidate for Director> | ||||
Mr. Kunimitsu Sato took office as Chief Executive Officer, Representative Director in September 2020. He possesses | ||||
abundant experience and insight in the industry. With his strong leadership and deep understanding of the Company's | ||||
entire organization, he may be expected to fulfill a sufficient role in providing appropriate advice and information as well | ||||
as managing and supervising the execution of business operations at the Company, and we therefore propose his continued | ||||
election as Director. |
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No. | Name | Past experience, positions, responsibilities | Number of | |
shares of the | ||||
(Date of birth) | and significant concurrent positions | |||
Company held | ||||
April 1988 | Joined the Company | |||
July 2010 | Executive Officer; General Manager of Securities Solution | |||
Business Division | ||||
September 2014 Director; General Manager of Financial System Development | ||||
Division; General Manager of Securities System Development | ||||
Division; Director of Security System Development Division | ||||
July 2022 | Managing Executive Officer; Director of Strategy & R&D | |||
Division; Director of Security System Division; Director of | ||||
Quality Assurance Department | ||||
September 2022 Director, Senior Executive Officer; Director of Overseas | ||||
Kenichi Tachinooka | Business Promotion Office and Strategy & R&D Division; | |||
Director of Security System Division; Director of Quality | 5,500 | |||
(August 16, 1963) | Assurance Department | |||
April 2023 | Director, Senior Executive Officer; Director of Global Business | |||
2 | Promotion Office; Director of Strategy & R&D Division; | |||
Director of Security System Division; Director of Quality | ||||
Assurance Department; Director of Human Capital Management | ||||
Office; Director of Information Security Department | ||||
June 2023 | Director, ODN Solution Inc. (current) | |||
July 2023 | Director, Senior Executive Officer; Director of Global Business | |||
Promotion Office; Director of Strategy & R&D Division; | ||||
Director of Quality Assurance Department; Director of Human | ||||
Capital Management Office; Director of Information Security | ||||
Department, the Company (current) | ||||
as candidate for Director> | ||||
Mr. Kenichi Tachinooka has a wide range of operational knowledge and experience concerning system development, | ||||
security product development and sales, and quality assurance in general. He may be expected to fulfill a sufficient role in | ||||
managing and supervising the execution of business operations at the Company, and we therefore propose his continued election | ||||
as Director. |
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IWI - Intelligent Wave Inc. published this content on 05 September 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 September 2023 00:57:04 UTC.