This document has been translated from the Japanese original for the convenience of non-Japanese shareholders. In the event of any discrepancy between this translation and the Japanese original, the original shall prevail.
Securities identification code: 6507
June 7, 2021
To our shareholders:
Fuminori Saito
President
SINFONIA TECHNOLOGY CO., LTD.
1-30, Shibadaimon 1-chome,Minato-ku, Tokyo, Japan
Notice of the 97th Ordinary General Meeting of Shareholders
SINFONIA TECHNOLOGY CO., LTD. (the "Company") is pleased to notify you of the 97th Ordinary General Meeting of Shareholders of the Company, which will be held as described below.
Instead of attending the meeting in person, you can exercise your voting rights in writing or via the Internet, and in doing so, please review the attached Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 5:30 p.m. on Monday, June 28, 2021 (Japan Standard Time).
Meeting Details
1. Date and time: Tuesday, June 29, 2021 at 10:00 a.m. (Japan Standard Time)
2. Venue:Shiba NBF Tower 7F (The Company's meeting room) 1-30, Shibadaimon 1-chome,Minato-ku, Tokyo, Japan
3. Purposes:
Items to be reported:
- Business Report and Consolidated Financial Statements for the 97th Term (from April 1, 2020 to March 31, 2021), as well as the results of audit of the Consolidated Financial Statements by the Accounting Auditor and the Board of Auditors
- Non-ConsolidatedFinancial Statements for the 97th Term (from April 1, 2020 to March 31, 2021)
Items to be resolved: Proposal No. 1: Proposal No. 2: Proposal No. 3:
Appropriation of surplus Election of eight (8) Directors Election of one (1) Corporate Auditor
- Please submit the enclosed voting form to the reception of the venue when you attend the meeting. If you are attending as a proxy, please submit a letter of proxy together with the voting form to the reception of the venue. (A proxy is limited to one person who must be a shareholder of the Company with voting rights as provided in the Articles of Incorporation.)
- Among the documents that must be made available to the shareholders when giving notice of this meeting, the notes to the consolidated financial statements and the notes to the non-consolidated financial statements are published on the website of the Company (http://www.sinfo-t.jp/ir/stockholder.htm) on the Internet under the provisions in law and Article 17 of the Articles of Incorporation. Therefore, they are not given in the documents attached to this notice. Accordingly, the consolidated financial statements and non-consolidated financial statements given in the attached documents to this notice are part of the consolidated financial statements and non-consolidated financial statements audited when the audit reports were prepared by the Accounting Auditor and the Corporate Auditors.
- We will post any changes made to Reference Documents for the General Meeting of Shareholders, business report, consolidated financial statements and non-consolidated financial statements on the website of the Company (http://www.sinfo-t.jp/ir/stockholder.htm).
- Please understand that Directors and employees of the Company will wear light clothes ("Cool Biz") at the meeting.
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Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1: Appropriation of surplus
Under its basic policy to provide dividends in a continuous and stable manner, the Company makes a decision about profit distribution by taking into account its shareholders' interests, secure internal reserve to enhance its corporate structure and deploy its business for the future, and earning position prospect. The Company hereby proposes the following year-end dividends for the fiscal year.
Matters related to year-end dividends
-
Allocation of dividend property to shareholders and total amount thereof 35 yen per common share of the Company
Total amount of dividends: 1,038,234,470 yen - Effective date of distribution of dividends of surplus
June 30, 2021
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Proposal No. 2: Election of eight (8) Directors
The term of all eight (8) Directors expires at the close of this General Meeting of Shareholders. Accordingly, the Company proposes that eight (8) Directors be elected.
The candidates for Directors are as follows:
No. | Name | Position and responsibilities in the | |||||
Company | |||||||
Chairman | |||||||
General supervisor of the | |||||||
1 | Shozo Buto | Research & Development Center | Reelection | ||||
and Global Business | |||||||
Development Center | |||||||
President | |||||||
2 | Fuminori Saito | General supervisor of the | Reelection | ||||
Procurement Center | |||||||
Director & Executive Officer | |||||||
General Manager of Electrical | |||||||
Products & Systems Division and | |||||||
3 | Shinichi Hirano | in charge of the Sales Operations | Reelection | ||||
Administration Department, sales | |||||||
companies, branches, and sales | |||||||
offices | |||||||
Director & Senior Officer | |||||||
General Manager of the Finance | |||||||
Department, Manager of the | |||||||
Internal Control Promotion | |||||||
Section, Finance Department, in | |||||||
charge of the IT Planning | |||||||
Department, Audit Department, | |||||||
4 | Katsuyuki Sakamoto | and general risk management, and | Reelection | ||||
General supervisor of the | |||||||
Management Planning | |||||||
Department, Administrative & | |||||||
Personnel Department, Legal | |||||||
Department, Company-wide | |||||||
Compliance and WAY Promotion | |||||||
Project | |||||||
Director & Officer | |||||||
General Manager of Electronics | |||||||
& Precision Products Division | |||||||
and in charge of the Motion | |||||||
5 | Masaaki Narihisa | Reelection | |||||
Control Products Division and the | |||||||
Digital Printer Division, | |||||||
Electronics & Precision Products | |||||||
Division | |||||||
Reelection | |||||||
6 | Kazuo Shigekawa | Outside Director | |||||
Outside | |||||||
Independent | |||||||
Reelection | |||||||
7 | Satoshi Mizui | Outside Director | |||||
Outside | |||||||
Independent | |||||||
Officer | |||||||
In charge of Electrical Products, | |||||||
Vibratory Material Handling | |||||||
8 | Hiroharu Senju | New election | |||||
Systems and Testing System, | |||||||
Electrical Products & Systems | |||||||
Division | |||||||
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Reelection | Candidate for Director to be reelected | ||
Candidate for Director to be newly elected | |||
New election | |||
Candidate for Outside Director | |||
Outside | |||
Independent officer as provided for by the stock exchanges | |||
Independent |
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Candidate No. | Name | Shozo Buto | (July 19, 1947) | [Reelection] |
1 | (Date of birth) | |||
Career summary, positions and responsibilities, and significant concurrent positions outside | ||||
the Company | ||||
April 1970 | Joined the Company | |||
June 2003 | Director of the Company | |||
June 2005 | Managing Director of the Company | |||
June 2007 | Senior Managing Director of the Company | |||
June 2009 | President of the Company | |||
June 2015 | Chairman of the Company (present position) | |||
June 2019 | General supervisor of the Research & Development Center of the Company | |||
(present position) | ||||
Number of the Company's | April 2021 | General supervisor of the Global Business Development Center of the | ||
Company (present position) | ||||
shares owned | ||||
[Reasons for nomination of candidate for Director] | ||||
41,300 | ||||
Mr. Buto has led the Company's management as President since June 2009, and in June 2015 | ||||
Attendance at Board of | he was appointed as Chairman. In his role as Director, he has contributed to the | |||
reinforcement of the supervisory function and securing of the effectiveness of the Board of | ||||
Directors' Meetings: | ||||
Directors. The Company proposes his continued election as Director after determining he is | ||||
16/16 (100%) | ||||
qualified to make contributions to the supervision of business execution and perpetual | ||||
enhancements in corporate value by utilizing his wealth of experience and knowledge. | ||||
Candidate No. | Name | Fuminori Saito | (February 11, 1954) | [Reelection] |
2 | (Date of birth) | |||
Career summary, positions and responsibilities, and significant concurrent positions outside | ||||
the Company | ||||
April 1977 | Joined the Company | |||
June 2008 | Director of the Company | |||
June 2011 | Managing Director of the Company | |||
June 2012 | Director & Senior Officer of the Company | |||
June 2016 | Director & Executive Officer of the Company | |||
June 2018 | President of the Company (present position) | |||
April 2021 | General supervisor of the Procurement Center of the Company (present | |||
position) | ||||
Number of the Company's | ||||
[Reasons for nomination of candidate for Director] | ||||
shares owned | ||||
34,900 | After serving as a Director at the Company, in June 2018 Mr. Saito assumed the position of | |||
President of the Company, through which he has led management to achieve sustainable | ||||
Attendance at Board of | growth in our corporate value. The Company proposes his continued election as Director | |||
after determining he is qualified to make contributions to the supervision of business | ||||
Directors' Meetings: | ||||
execution and perpetual enhancements in corporate value by utilizing his wealth of | ||||
16/16 (100%) | ||||
experience and knowledge. | ||||
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Sinfonia Technology Co. Ltd. published this content on 31 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 May 2021 05:09:02 UTC.