NIPPON CHEMI-CON CORPORATION 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: 6997
June 7, 2023
NOTICE OF THE 76thORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholder,
We are pleased to announce the 76thOrdinary General Meeting of Shareholders of Nippon Chemi- Con Corporation (the "Company"), which will be held as described hereunder.
The Company has adopted the electronic format in convening this General Meeting of Shareholders. The items subject to measures for electronic provision are available online at the "Notice of the 76thOrdinary General Meeting of Shareholders (June 29, 2023)" on the following website.
The Company's website: https://www.chemi-con.co.jp/company/ir/event/meeting/ (in Japanese)
In addition to this, the following website also provides the information online. Website of the Tokyo Stock Exchange (Listed Company Search):
https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese) Access the website above, search by entering the Company name or Code, choose "Basic Information" first and then "Documents for public inspection/PR information" to view the information.
If you are unable to attend the meeting, you may exercise your voting rights by writing or via the Internet. Please review the Reference Materials for General Meeting of Shareholders and exercise your voting rights by 5:30 p.m., June 28, 2023 (Wednesday).
Sincerely yours,
Norio Kamiyama, President
NIPPON CHEMI-CON CORPORATION
5-6-4, Osaki, Shinagawa-ku, Tokyo, Japan
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MEETING AGENDA
- Date and Time:10:00 a.m., June 29 (Thursday), 2023 (Reception starts at 9:00 a.m.)
- Venue:Training Room of the Company (5F), Miyako Gotanda Bldg.
East Wing, 5-6-4, Osaki, Shinagawa-ku, Tokyo, Japan
3. Agenda:
Items to be reported:1. Business report, consolidated financial statements and non- consolidated financial statements for the 76thfiscal term (April 1, 2022 to March 31, 2023)
2. Audit reports of consolidated financial statements by Accounting Auditors and the Audit & Supervisory Board
Items to be proposed:
Proposal No. 1 Election of seven (7) Directors
Proposal No. 2 Election of one (1) Substitute Audit & Supervisory Board Member
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4. Instructions for Exercising Voting Rights:
- To vote in writing, please indicate your approval or disapproval on the enclosed voting form and return the form to the Company by post to reach us by 5:30 p.m. on June 28, 2023 (Wednesday).
- To vote via the Internet, please use the login ID and provisional password that are stated on the voting form on the website for exercising voting rights (https://evote.tr.mufg.jp/ (in Japanese)) and enter your approval or disapproval following the guidance on the screen, by 5:30 p.m. on June 28, 2023 (Wednesday).
- If neither approval nor disapproval of each proposal is indicated on the voting form, we consider you have indicated your approval of the proposal.
- If you vote both by voting form and via the Internet, we will treat only the vote submitted via the Internet as valid.
- If you vote more than once via the Internet, we will treat only the most recent vote as valid.
Notes:
- Attendees are requested to submit the voting form enclosed herewith to the reception desk when attending the meeting.
- If there are any revisions to the matters subject to measures for electronic provision, the content of these revisions will be posted on the respective websites.
Notice Concerning COVID-19
In order to prevent the spread of infection of COVID-19, the Company will take measures to prevent infection at the venue for the General Meeting of Shareholders in consideration of the safety of shareholders. Shareholders attending the meeting in person are requested to confirm the status of infection of COVID-19 on the date of the meeting as well as their own physical condition and generally give consideration to preventing infection.
If future developments necessitate a major change in the way the general meeting of shareholders will be run, shareholders will be informed via the website below.
https://www.chemi-con.co.jp/company/ (in Japanese)
Introduction of the system for providing informational materials for the general meeting of shareholders in electronic format
Following the adoption of the electronic provision system under the amended Company Act, we decided to deliver information materials for the general meeting of shareholders in electronic format. As for this general meeting of shareholders, we are sending a paper copy of the materials to all the shareholders as we had done, regardless of whether they have made a request for delivery of such documents.
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Reference Materials for General Meeting of Shareholders
Proposal and Reference Materials
Proposal No. 1: Election of seven (7) Directors
The terms of office of all six (6) Directors will expire at the conclusion of this General Meeting of Shareholders. Accordingly, we propose to add one (1) Outside Director to strengthen corporate governance, requesting the election of seven (7) Directors.
The candidates for Directors are as follows:
Rate of | ||||
No. | Name | Current Position and Responsibility in the | Attendance | |
at Board of | ||||
(Date of Birth) | Company | |||
Directors | ||||
Meetings | ||||
1 | Norio Kamiyama | Reappointment | President and Chief Executive Officer | 20/20 |
(April 1, 1959) | In charge of Internal Audit Dept. | (100%) | ||
Osamu Ishii | Director and Managing Executive Officer | |||
2 | Reappointment | CFO and Officer in charge of Accounting | 20/20 | |
(July 3, 1959) | Dept. and Officer in charge of Management | (100%) | ||
Strategy Dept. | ||||
3 | Takumi Iwata | Reappointment | Director and Senior Executive Officer | 20/20 |
(January 20, 1962) | Division Manager of Sales Headquarters | (100%) | ||
4 | Kenichi Konno | New | Senior Executive Officer | - |
(December 25, 1965) | appointment | Division Manager of Business Management | ||
Kinya Kawakami | Reappointment | 19/20 | ||
5 | Outside | Outside Director | ||
(November 20, 1951) | Independent | (95%) | ||
officer | ||||
Suzuko Miyata | Reappointment | 20/20 | ||
6 | Outside | Outside Director | ||
(April 2, 1955) | Independent | (100%) | ||
officer | ||||
New | ||||
7 | Hiroshi Yoshida | appointment | - | - |
Outside | ||||
(July 24, 1955) | ||||
Independent | ||||
officer |
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No. | Name | Brief Personal Profile, Position, Responsibility, | Number of | ||
Company | |||||
(Date of Birth) | and Significant Concurrent Positions | ||||
Shares Owned | |||||
April | 1983 | Joined Nippon Chemi-Con Corp. | |||
November 2004 | Department Manager of Ceramic and Film Capacitor | ||||
Engineering Dept. in Technical, R&D Headquarters | |||||
April | 2006 | Department Manager of Ceramic and Film Capacitor | |||
Engineering Dept. in Technical, R&D Headquarters | |||||
and Department Manager of DLCAP Design Dept. in | |||||
Supercapacitor Division Headquarters | |||||
October | 2006 | Deputy Division Manager of Quality Assurance | |||
Headquarters | |||||
August | 2009 | Division Manager of Quality Assurance Headquarters | |||
April | 2011 | Division Manager in Quality Assurance, Quality | |||
Assurance Headquarters | |||||
June | 2012 | Director, CQO and Division Manager of Quality | |||
Norio Kamiyama | Assurance Headquarters | ||||
June | 2013 | Director, CTO and Division Manager of R&D | |||
(April 1, 1959) | 3,100 | ||||
Headquarters | |||||
Reappointment | June | 2014 | Senior Executive Officer, CTO and Division Manager | ||
of R&D Headquarters | |||||
April | 2016 | Senior Executive Officer, CTO and Division Manager | |||
of R&D Headquarters and Officer in charge of Solid | |||||
1 | Devices Business (Ceramic Capacitor, Varistor, Film | ||||
Capacitor, Coil) in Product Business Management | |||||
June | 2018 | Director, Senior Executive Officer, CTO and Division | |||
Manager of R&D Headquarters and Officer in charge | |||||
of Solid Devices Business (Ceramic Capacitor, | |||||
Varistor, Film Capacitor, Coil) in Product Business | |||||
Management | |||||
June | 2019 | President and Chief Executive Officer, in charge of | |||
Internal Audit Dept. (current) | |||||
(Significant concurrent position) | |||||
Director, Europe Chemi-Con (Deutschland) GmbH | |||||
[Reasons for nomination as a candidate for Director] | |||||
Norio Kamiyama, who has been engaged in engineering, technical and quality assurance divisions for many | |||||
years, is currently serving as the President. He has abundant experience and skill in business and corporate | |||||
management of the Group as well as in research and development and quality management. Making use of such | |||||
experience and skill, the Company can expect that he will adequately fulfill his role as a Director in decisions on | |||||
important matters and supervision of execution of business of the Group, and accordingly the Company requests | |||||
his continuing appointment as Director. | |||||
[Rate of attendance at Board of Directors meetings in fiscal 2022] | |||||
20 out of 20 meetings (100%) |
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Disclaimer
Nippon Chemi-con Corporation published this content on 01 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 June 2023 07:33:08 UTC.
