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.
Securities Code: 6920
September 5, 2019
To Our Shareholders:
Osamu Okabayashi
President & Representative Director
Lasertec Corporation
2-10-1Shin-yokohama,Kohoku-ku,
Yokohama, Kanagawa
Notice of the 57th Ordinary General Meeting of Shareholders
You are cordially invited to attend the 57th Ordinary General Meeting of Shareholders of Lasertec Corporation (the "Company"), which will be held as indicated below.
If you are unable to attend the meeting in person, you may exercise your voting rights in writing or via the Internet. After reviewing the following Reference Documents for General Meeting of Shareholders, please exercise your voting rights either by indicating your approval or disapproval in the enclosed voting form and returning it, or by entering your approval or disapproval using the voting website designated by the Company (https://evote.tr.mufg.jp/), so that your vote is received by 5:30 p.m. on Thursday, September 26, 2019.
1. Date and Time Friday, September 27, 2019, at 3:00 p.m. (Reception desk opens at 2:00 p.m.)
2. Venue | Large Conference Room, 6th floor, head office of the Company |
2-10-1Shin-yokohama,Kohoku-ku, Yokohama, Kanagawa, Japan |
3. Purpose of the Meeting Matters to be reported
- The Business Report and the Consolidated Financial Statements for the 57th fiscal year (from July 1, 2018 to June 30, 2019), and the results of audits of the Consolidated Financial Statements by the Financial Auditor and the Audit & Supervisory Board
- The Non-consolidated Financial Statements for the 57th fiscal year (from July 1, 2018 to June 30, 2019)
Matters to be resolved
Proposal No. 1 Appropriation of Surplus Proposal No. 2 Election of Eight (8) Directors
Proposal No. 3 Election of One (1) Substitute Audit & Supervisory Board Member Proposal No. 4 Payment of Bonuses to Directors
- When you attend the meeting, you are kindly requested to present the enclosed voting form to the receptionist at the reception desk. Please bring this notice to the meeting and help us save resources.
- If any changes are made to the Business Report, the Consolidated Financial Statements or the Non-consolidated Financial Statements attached to this Notice and the Reference Documents for General Meeting of Shareholders, such changes will be posted on the Company's website (https://www.lasertec.co.jp/).
- There will be no welcoming event or gift for shareholders attending the meeting. Your understanding would be appreciated.
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Reference Documents for General Meeting of Shareholders
Proposal No. 1 Appropriation of Surplus
The Company proposes the appropriation of surplus as follows.
Year-end dividends
The Company's basic policy concerning dividends is to flexibly pay dividends based on performance while maintaining steady income distribution to shareholders, with a dividend payout ratio of 35% being the guideline on a consolidated basis.
In accordance with this basic policy, the Company proposes to pay year-end dividends for the fiscal year under review as follows:
- Type of dividend property Cash
-
Allotment of dividend property and total amount thereof ¥31 per common share of the Company
Total amount: ¥1,397,759,124 - Effective date of dividends of surplus September 30, 2019
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Proposal No. 2 Election of Eight (8) Directors
The terms of office of all eight Directors will expire at the conclusion of this meeting. The Company therefore proposes to elect eight Directors.
The candidates for Director are as follows:
# | Name | Position in the Company | |||||||
President & Representative | |||||||||
1 | Osamu Okabayashi | Reappointment | |||||||
Director | |||||||||
Executive Vice President & | |||||||||
2 | Haruhiko Kusunose | Reappointment | |||||||
Representative Director | |||||||||
3 | Shu Uchiyama | Managing Director | Reappointment | ||||||
4 | Koichi Moriizumi | Director | |||||||
Reappointment | |||||||||
5 | Hirokazu Seki | Director | Reappointment | ||||||
6 | Nobuhiro Kajikawa | Outside Director | Reappointment | Outside | Independent | ||||
7 | Minoru Ebihara | Outside Director | Reappointment | Outside | Independent | ||||
8 | Takayuki Shimoyama | Outside Director | Reappointment | Outside | Independent | ||||
Reappointment Candidate for Reappointed Director
Outside Candidate for Outside Director
Independent To be appointed as Independent Officer as provided for by the Stock Exchange
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Candidate | Name | Career Summary, and Position and Responsibility | Number of the | ||
in the Company | Company's | ||||
No. | (Date of Birth) | ||||
(Significant Concurrent Positions outside the Company) | Shares Owned | ||||
July | 2001 | Joined the Company | |||
Jan. | 2002 | General Manager, Sales Department, the Company | |||
Sept. | 2003 | Director, the Company | |||
Mar. | 2005 | President, Lasertec U.S.A., Inc. | |||
Sept. | 2005 | Managing Director, the Company | |||
Sept. | 2005 | President, Lasertec Korea Corporation | |||
July | 2006 | Chief Sales Officer, the Company | |||
Sept. | 2007 | Representative Director and Managing Executive | |||
Officer, the Company | |||||
Jan. | 2008 | Executive Vice President & Representative Director, | |||
the Company | |||||
July | 2009 | President & Representative Director, the Company | |||
Osamu Okabayashi | (current position) | ||||
1 | (Significant Concurrent Positions outside the Company) | 40,000 | |||
(May 16, 1958) | |||||
Director, Lasertec U.S.A., Inc. | |||||
Director, Lasertec Korea Corporation | |||||
Director, Lasertec Taiwan, Inc. | |||||
Director, Lasertec China Co., Ltd. | |||||
(Reason for Nomination) | |||||
Since joining the Company, Osamu Okabayashi has engaged in sales | |||||
promotion and managed a department before assuming the office of | |||||
Director in September 2003. Since becoming a Director, he has | |||||
broadened his knowledge of management, assumed the office of | |||||
President & Representative Director in 2009, and executed | |||||
management reform with strong leadership. He is nominated for | |||||
Director again because his abundant experience and knowledge is | |||||
instrumental in the further sustainable growth of the Company and | |||||
its subsidiaries (collectively the "Group"). | |||||
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Candidate | Name | Career Summary, and Position and Responsibility | Number of the | ||
in the Company | Company's | ||||
No. | (Date of Birth) | ||||
(Significant Concurrent Positions outside the Company) | Shares Owned | ||||
Apr. | 1995 | Joined the Company | |||
Jan. | 1998 | General Manager, Technology Department II, the | |||
Company | |||||
Mar. | 2001 | General Manager, Engineering Department II, the | |||
Company | |||||
Sept. | 2001 | Director, the Company | |||
Sept. | 2003 | Managing Director, the Company | |||
Sept. | 2003 | General Manager, R&D Department, the Company | |||
July | 2005 | General Manager, Technical Activities Promotion | |||
Office, the Company | |||||
July | 2006 | General Manager, Operation Division I and General | |||
Manager, Semiconductor Group I, the Company | |||||
Sept. | 2007 | Director and Managing Executive Officer, the | |||
Company | |||||
July | 2009 | Chief Technology Officer, the Company (current | |||
position) | |||||
Sept. | 2009 | Executive Vice President & Representative Director, | |||
Haruhiko Kusunose | the Company (current position) | ||||
2 | July | 2014 | General Manager, Marketing Department, the | 40,000 | |
(October 26, 1958) | Company | ||||
Dec. | 2014 | General Manager, Advanced Technology | |||
Development Office, the Company (current position) |
(Significant Concurrent Positions outside the Company) Director, Lasertec U.S.A., Inc.
Director, Lasertec Korea Corporation Director, Lasertec Taiwan, Inc. Director, Lasertec China Co., Ltd. (Reason for Nomination)
Since joining the Company, Haruhiko Kusunose has engaged in technology development and managed departments before assuming the office of Director in September 2001. Since becoming a Director, he has broadened his knowledge of management, assumed the office of Executive Vice President & Representative Director in September 2009, and engaged in the effort to strengthen the Company's technology development and production infrastructure. He is nominated for Director again because his abundant experience and knowledge is instrumental in the further sustainable growth of the Group.
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Lasertec Corporation published this content on 27 September 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 September 2019 23:12:02 UTC