DENA CO., LTD. English Translation of Original Japanese
This is a translation of the original notice in Japanese. In the event of any discrepancy, the original notice in Japanese shall prevail.
Securities code number: 2432
June 6, 2024
To Our Shareholders
DeNA Co., Ltd.
24-12, Shibuya 2-chome
Shibuya-ku, Tokyo
President & CEO: Shingo Okamura
Notice of the Convocation of the 26th
Ordinary General Meeting of Shareholders
You are hereby notified that DeNA will convene its 26th annual ordinary general meeting of shareholders (the "Annual Meeting") as indicated below.
The Company has adopted the measures for electronic provision regarding Reference Documents for the Annual Meeting (matters subject to electronic provision) for the convocation of the Annual Meeting, and has posted the matters subject to the electronic provision on the following websites on the Internet.
-
The Company's websitehttps://dena.com/jp/ir/stock/meeting.html
(Please access the above website and check the information under the "26th Ordinary General Meeting of Shareholders".) - Tokyo Stock Exchange websitehttps://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
(Please access the above website, enter and search for our company name or securities code number 2432, and select "Basic information" and "Documents for public inspection/PR information" in that order, and check the information under "Notice of General Shareholders Meeting/Information Materials for a General Shareholders Meeting".) - General Meeting of Shareholders materials websitehttps://d.sokai.jp/2432/teiji/
If you are unable to attend the meeting, you can exercise your voting rights via the Internet or in writing. Please review the Reference Documents for the Annual Meeting and exercise your voting rights by 6:00 p.m. on Friday, June 21, 2024 (JST).
Thank you.
The details of the Annual Meeting are as follows:
1. Time: Sunday, June 23, 2024, at 11 a.m. (reception starts at 10 a.m.)
2. Place: Hikarie Hall, Shibuya Hikarie (9th floor) 21-1, Shibuya 2-chome,Shibuya-ku, Tokyo
3. Objectives of the Annual Meeting Matters to be reported:
- The contents of the Business Report for the 26th period (April 1, 2023 to March 31, 2024), the Consolidated Financial Statements, and the audit reports of the Accounting Auditor as well as the Company's Board of Corporate Auditors regarding the Consolidated Financial Statements
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b. The contents of the Financial Statements for the 26th period (April 1, 2023 to March 31, 2024)
Matters to be resolved:
Proposal 1: Allocation of Surplus
Proposal 2: Appointment of Seven (7) Directors
- Please note that if you decide to attend the Annual Meeting, please bring the enclosed proxy voting ballot to the meeting and present it at the entrance to the meeting hall. In order to assist us in reducing the amount of paper used, please also bring this Notice of Convocation.
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Reference Documents for the Annual Meeting
Proposals and Reference Documents
Proposal 1: Allocation of Surplus
The proposed allocation of surplus is as follows:
The Company regards as important management priorities the continuing enhancement of its corporate value through business growth and strengthening of its management structure and contributing to shareholders' earnings.
With respect to allocating profit for the year to shareholders through dividend payments, after taking into account such matters as the Company's performance for each fiscal year, the Company adopts as its objective the basic principle of minimum dividend payment equal to a consolidated payout ratio of 15% or an annual dividend of ¥20 per share of the Company's common stock, whichever is higher. At the same time, the Company will continue to aim for the basic principle of dividend payments at a consolidated payout ratio of 30% in the future.
Regarding the final dividend for the 26th period, in accordance with the above-mentioned basic principle, taking into account such factors as the Company's financial results for the fiscal year ended March 31, 2024, the future business environment, and retained earnings necessary for continuing growth, the Company proposes ¥20 per common share of the Company.
- Type of dividend: Cash dividend
-
Matters related to the allocation of the assets to be paid as dividends and the total amount of dividends: ¥20 per common share of the Company
A total amount of ¥2,230,368,380
Note: The above amount includes dividends in the amount of ¥3,356,240 to be paid on the Company's shares held by the Stock Grant ESOP Trust account. The total amount of dividends excluding the above amount shall be ¥2,227,012,140. - Effective date of distribution of dividends from surplus: June 24, 2024
(Reference)
The amount of final dividends per share for the last four fiscal years
Final dividend per share | Proposed allocation | |||
26th period | ||||
Period | 23rd period | 24th period | 25th period | (fiscal year ended |
March 31, 2024) | ||||
Amount | ¥32 | ¥39 | ¥20 | ¥20 |
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Proposal 2: Appointment of Seven (7) Directors
The term of all the Directors (seven in number) will end at the closing of this Annual Meeting. Accordingly, the Company hereby proposes to elect six incumbent Directors (two of which are Outside Directors) and one new Outside Director listed below. The nomination of candidates for Director has been decided by the Board of Directors, upon deliberations and recommendations by the Nomination Committee, which was voluntarily established by the Company with the majority of its members comprised of Independent Outside Directors, based on the analysis and evaluation of the effectiveness of the entire Board of Directors' meetings conducted in the fiscal year ended March 31, 2024. All candidates for Outside Director meet the independence standards set forth by the Company, and upon approval of this proposal as originally proposed, one third or more of Directors will be Independent Outside Directors.
See also pages 14 to 20, "Board Policies in the Nomination of Director and Corporate Auditor Candidates and Skills Matrix (Expertise and Experience of (Planned) Candidates for Director after the Annual Meeting)," "Independence Standards for Independent Board Members," "Structure for Corporate Governance and Internal Control System," and "Analysis and Evaluation of the Board's Effectiveness as a Whole" for reference.
The candidates for Director are as follows:
Candidate | Name | |
number | ||
1 | Reappointment | Tomoko Namba |
2 | Reappointment | Shingo Okamura |
3 | Reappointment | Jun Oi |
4 | Reappointment | Keigo Watanabe |
5 | Reappointment | Hiroyasu Asami |
6 | Reappointment | Haruo Miyagi |
7 | New | Masaya Kubota |
Appointment |
Current position and areas of responsibility at the Company
Representative Director & Executive Chairman
Representative Director, President & Chief Executive Officer (CEO)
Director and Executive Officer
Director and Executive Officer
Outside
Independent | Outside Director |
Board | |
Member | |
Outside | |
Independent | Outside Director |
Board | |
Member | |
Outside | |
Independent | ― |
Board | |
Member |
Number of
the Board of
Directors' meetings attended 16 times out of 17 meetings (94.1%) 17 times out of 17 meetings (100%)
17 times out
of 17
meetings
(100%)
17 times out
of 17
meetings
(100%)
17 times out
of 17
meetings
(100%)
16 times out
of 17
meetings
(94.1%)
―
Outside | Candidate for Outside Director | Independent Board Member | Candidate for Independent Board Member |
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Date of birth: April 21, 1962 [Reappointment]
Summary background, position and areas of responsibility
April 1986: Entered McKinsey & Co., Inc. (Japan)
June 1990: Graduated from Harvard Business School (MBA)
December 1996: Partner of McKinsey & Co., Inc. (Japan)
March 1999: Established the Company and became Director
August 1999: Reorganized the Company to Kabushiki Kaisha and became
Representative Director
September 2004: Representative Director and President of the Company
June 2005: Representative Director and President of Mobaoku Co., Ltd.
April 2009: Representative Director, President, and Chief Executive
Officer (CEO) of the Company
June 2011: Director of the Company
June 2013: Director and Executive Officer of the Company
January 2015: Director and Owner of YOKOHAMA DeNA BAYSTARS
BASEBALL CLUB, INC. (present)
June 2015: Director, Executive Chairman, and Executive Officer of the
Company
March 2017: Representative Director, Executive Chairman and Executive
Officer of the Company
September 2019: Representative Director of Delight Ventures, Inc. (present)
April 2021: Representative Director & Executive Chairman of the
Company (present)
March 2023: Representative Director of Delight Builder, Co., Ltd. (present)
Representative Director of Delight Capital, Co., Ltd. (present)
[Important concurrent posts]
Director and Owner of YOKOHAMA DeNA BAYSTARS BASEBALL CLUB, INC.
Representative Director of Delight Ventures, Inc. Representative Director of Delight Builder, Co., Ltd. Representative Director of Delight Capital, Co., Ltd.
[Reasons for nomination as Director]
As founder and Representative Director of the Company, Ms. Tomoko Namba has led the management with deep understanding of the DeNA Group's business, excellent managerial capability and organization and human resources training capability. She has also continued to contribute to developing the DeNA Group's business and organization by consistently encouraging taking on new challenges through support for the launch of new businesses by means of venture funds where the Company makes investments, and by pursuing organization management with a focus on training human resources who can play active roles in various fields. In addition, as Chairperson for the Board Meetings and the person in charge of evaluating the effectiveness of the Board of Directors, she has contributed to strengthening the monitoring functions of the Board of Directors. The Company believes that her talent in communication and her desire and flexibility to provide value in new business areas, as well as her contribution to management based on her vast experience in organization management, will remain indispensable for the Company to continue realizing the DeNA Group's mission and vision of bringing delight to everyone. The Company therefore has proposed her for the position of Director.
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Candidate number 2: Shingo Okamura | Date of birth: January 4, 1970 | [Reappointment] |
Summary background, position and areas of responsibility
April 1995: Entered Ministry of Posts and Telecommunications (currently Ministry of Internal Affairs and Communications)
August 2015: Senior Planning Officer, Planning Division, Postal Services Policy Department, Information and Communication Bureau of Ministry of Internal Affairs and Communications
April 2016: Entered the Company, Head of Sports Promotion Office Representative Director & President of Yokohama Stadium Co., Ltd.
October 2016: Head of Sports Business Unit of the Company Representative Director & President of YOKOHAMA DeNA
BAYSTARS BASEBALL CLUB, INC.
July 2017: Executive Officer, Head of Sports Business Unit of the Company
April 2019: Managing Executive Officer, Chief Operating Officer (COO) and Head of Sports Business Unit of the Company
Chairman of Yokohama Stadium Co., Ltd. (present)
June 2019: Director and Chief Operating Officer (COO), and Head of
Sports Business Unit of the Company
April 2020: Director and Chief Operating Officer (COO), Head of Sports
Business Unit, and Deputy Head of Game & Entertainment
Business Unit of the Company
October 2020: Director and Chief Operating Officer (COO) of the Company
April 2021: Representative Director, President & Chief Executive
Officer (CEO) of the Company (present) [Important concurrent posts]
Chairman of Yokohama Stadium Co., Ltd. [Reasons for nomination as Director]
Since joining the Company, as the person in charge of the sports business section, as well as Chief Operating Officer (COO), Director of the Company, and also as Representative Director and President of the Company since April 2021, Mr. Shingo Okamura has contributed to the management of the DeNA Group by consistently demonstrating his talent in executing organization building efforts that fully capitalize on the strengths of individual human resources and organizations, providing insight into solving social issues and in the public sector, as well as his excellent ability in negotiating with and promoting business for a wide range of stakeholders. In addition, he is contributing to the development of the Group by closely examining the portfolio restrengthening intended to enhance the Group's overall structural strengths and the progress of strategies and businesses, and driving growth in new business areas while creating synergies with existing businesses. The Company believes that his ability to fully capitalize on the strengths of our organization, as well as his broad experience, insight, and qualities will remain vital to the further development of the DeNA Group's business through diverse business expansion in the future. The Company therefore has proposed him for the position of Director.
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Date of birth: September 24, 1972 [Reappointment]
Summary background, position and areas of responsibility
April 1995: Entered Ministry of Home Affairs (currently Ministry of Internal Affairs and Communications)
April 2011: Planning Director for Local Public Finance, Local Public Finance Division, Local Public Finance Bureau of Ministry of Internal Affairs and Communications
April 2013: Entered the Company
August 2013: Head of External Affairs Office, Corporate Alliance Division of the Company
April 2014: Head of External Affairs Division, External Affairs Unit of the Company
January 2015: Head of Healthcare Business Division of the Company Representative Director & President of DeNA Life Science, Inc.
March 2015: Representative Director & President of DeSC Healthcare, Inc.
April 2015: Executive Officer, Head of Healthcare Business Division of the Company
July 2017: Executive Officer, Head of Healthcare Business Unit of the Company
April 2018: Executive Officer, Head of Corporate Unit of the Company
Representative Director of DeNA Life Science, Inc. (present)
April 2020: Managing Executive Officer, Chief Financial Officer (CFO),
and Head of Corporate Unit of the Company
June 2021: Director, Chief Financial Officer (CFO), and Head of
Corporate Unit of the Company
Representative Director & President of PFDeNA Inc. (present)
April 2022: Director and Chief Financial Officer (CFO) of the Company
June 2022: Representative Director of Allm Inc. (present)
September 2022: Director of DATA HORIZON CO., LTD. (present)
October 2022: Director and Executive Officer of the Company May 2024: Director and Executive Officer of the Company
(present) [Important concurrent posts]
Representative Director of DeNA Life Science, Inc.
Representative Director & President of PFDeNA Inc. Representative Director of Allm Inc.
Director of DATA HORIZON CO., LTD. [Reasons for nomination as Director]
Since joining the Company, Mr. Jun Oi has worked to rebuild the business base that enables sustainable growth of the Group by demonstrating his insight in solving social problems and in the public sector, and his excellent talent in external affairs and business promotion as well as by making efforts in formulating mid-term management plans for the Group, as the person in charge of external affairs and of the healthcare business sections of the Company, the Head of the Corporate Unit of the Company, and also as Director and Chief Financial Officer (CFO) of the Company. He has contributed to the management of the Group by taking charge of important business areas in the Group, namely the Healthcare & Medical Business, and leading in further expanding and promoting business operations in such business areas, for example as Representative Director of the Company's medical-related subsidiary since June 2022. The Company believes that his broad experience and business driving ability, insight, and qualities backed by his achievements will remain vital to solve important management issues of the DeNA Group, and to further promote its business and management at a time of significant social and technological change. The Company therefore has proposed him for the position of Director.
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Candidate number 4: Keigo Watanabe | Date of birth: November 3, 1978 | [Reappointment] |
Number of Company | Summary background, position and areas of responsibility | |
shares held | ||
April 2001: Entered Zenyaku Kogyo Co., Ltd. | ||
March 2002: Entered the Company | ||
April 2009: Sales Business in Internet Marketing Business Unit of the | ||
Company | ||
April 2011: Head of Business Development Dept., Social Media | ||
25,878 shares | Business Unit of the Company |
January 2012: Head of Business Development Office of the Company
June 2012: Head of Business Development Division of the Company
April 2013: Head of Corporate Alliance Division of the Company
April 2014: Executive Officer and Head of External Partnerships &
Alliances Unit of the Company
Number of the Board of | March 2019: Representative Director & President of SHUEISHA |
DeNA Projects Co., Ltd. (present) | |
Directors' meetings | |
April 2019: Managing Executive Officer and Head of External | |
attended | |
Partnerships & Alliances Unit of the Company | |
April 2021: Managing Executive Officer, Chief Business Officer (CBO), | |
and Head of External Partnerships & Alliances Unit of the | |
Company | |
June 2021: Director and Chief Business Officer (CBO), and Head of | |
External Partnerships & Alliances Unit of the Company | |
October 2021: Director and Chief Business Officer (CBO), Head of Game | |
17 times out of 17 | Business Unit, and Head of External Partnerships & |
Alliances Unit of the Company | |
meetings (100%) | |
April 2022: Director and Chief Business Officer (CBO) of the Company | |
October 2022: Director and Executive Officer of the Company | |
(present) | |
April 2023: Director of Nintendo Systems Co., Ltd. (present) | |
[Important concurrent posts] | |
Representative Director & President of SHUEISHA DeNA Projects Co., Ltd. | |
Director of Nintendo Systems Co., Ltd. |
[Reasons for nomination as Director]
Since joining the Company, Mr. Keigo Watanabe has supervised sales business in the advertising sales section of the Company, and has also been the person in charge of such sections as business alliance and external affairs. He has also served as the Director and Representative Director of joint ventures established with a significant business partner, and as Chief Business Officer (CBO) of the Company. In addition, as Director of the Company since June 2021, based on his insight in the entertainment domain and his highly advanced external affairs skills and eagerness to expand business, he has played an important role in building and developing strong alliances with other companies, such as maintaining and strengthening relationships in important partnership deals. The Company believes that his strong loyalty to his duties, his talent in promoting collaboration, and his motivation and qualities toward building relationships with companies that support social systems are vital to continue taking on new challenges to realize the DeNA Group's mission and vision of bringing delight to everyone. The Company therefore has proposed him for the position of Director.
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Candidate number 5: Hiroyasu Asami Date of birth: September 8, 1956 [Reappointment] [Outside] [Independent]
Number of Company | Summary background, position and areas of responsibility |
shares held | |
0 shares
Number of the Board of
Directors' meetings
attended
17 times out of 17 meetings (100%)
No. of years as director
April 1980: Entered Nippon Telegraph and Telephone Public Corporation (currently NIPPON TELEGRAPH AND TELEPHONE CORPORATION)
June 2009: Executive Officer of NTT DOCOMO, INC. March 2013: Executive Vice President of NTT DOCOMO INC.
June 2014: Executive Vice President and Member of the Board of Directors of NTT DOCOMO INC.
June 2016: Senior Executive Vice President, Representative Member of the Board of Directors of NTT DOCOMO INC.
June 2019: Representative Director and President of DOCOMO CS, Inc.
June 2020: Outside Director of the Company (present)
June 2021: Adviser to DOCOMO CS, Inc.
November 2022: Director of Umezu Foundation, a General Incorporated
Foundation (present)
4 years (As of date of | [Important concurrent posts] |
conclusion of the Annual | ― |
Meeting) |
[Reasons for nomination as Outside Director and outline of expected roles]
As an executive of listed companies providing various services primarily for the communications business, as well as a manager of such group companies, Mr. Hiroyasu Asami has experience in organization and human resources training, as well as broad insight in solving social issues and the entertainment domain, in addition to extensive business experience in a wide range of services and business planning. Since assuming his position as Outside Director of the Company in June 2020, he has given well-balanced, flexible, and valuable advice from the perspective of focusing on developing our structural strengths based on this experience and insight, including valuable suggestions for strengthening marketing platform systems as well as a functional viewpoint for implementing these suggestions. He has also played an important role in supervising the management of the Group, including identifying issues related to budget control. The Company judges that his broad experience and qualities are vital for improving the DeNA Group's corporate value and mid to long-term growth, and therefore the Company has proposed him for the position of Outside Director of the Company. The Company expects that he will provide advice and perform supervisory functions based on his experience and insight as described above. If he is appointed as a Director of the Company, he will also be appointed as the Chairperson of the Compensation Committee and as a member of the Nomination Committee of the Company.
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Candidate number 6: Haruo Miyagi | Date of birth: June 19, 1972 | [Reappointment] |
[Outside] [Independent] |
Number of Company | Summary background, position and areas of responsibility |
shares held | |
0 shares
Number of the Board of
Directors' meetings
attended
16 times out of 17 meetings (94.1%)
No. of years as director
3 years (As of date of
conclusion of the Annual
Meeting)
March 1993: Established the ETIC Student Entrepreneur Liaison Conference
March 2000: Established the Non-Profit Organization ETIC, (Entrepreneurial Training for Innovative Communities) and became CEO
April 2010: Part-time Lecturer of Graduate School of Waseda University
November 2013: Advisor to Ministry of Education, Culture, Sports, Science and Technology
April 2015: Visiting Professor of Tama Graduate School of
Business (present)
June 2019: Member of the Council on Overcoming Population Decline and Vitalizing Local Economy, the Cabinet Office's Overcoming Population Decline and Vitalizing Local Economy Headquarters
June 2021: Outside Director of the Company (present)
May 2022: Outside Director of MEDIA DO Co., Ltd. (present) [Important concurrent posts]
Outside Director of MEDIA DO Co., Ltd.
[Reasons for nomination as Outside Director and outline of expected roles]
Mr. Haruo Miyagi has broad experience earned through supporting a number of entrepreneurs as they founded companies and operating and managing an NPO, as well as an international perspective into organization management. He is also actively engaged in social contribution activities including reconstruction support, and possesses extensive experience and insight in these areas. Since assuming his position as Outside Director of the Company in June 2021, based on this experience and insight, he has given valuable suggestions on the vision and strategies needed to move the Group forward as an eternal venture, as well as suggestions on the Group's organization and human resources, including key points to achieve a state where the organization is energized and people are able to demonstrate their abilities to the fullest, and structural transformation of the organization, and has played an important role in supervising the management and in the organization management of the Group. The Company judges that his broad experience and qualities are vital for improving the DeNA Group's corporate value and mid to long-term growth, and therefore the Company has proposed him for the position of Outside Director of the Company. The Company expects that he will provide advice and perform supervisory functions based on his experience and insight as described above. If he is appointed as a Director of the Company, he will also be appointed as Chairperson of the Nomination Committee and a member of the Compensation Committee of the Company.
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DeNA Co. Ltd. published this content on 27 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 May 2024 01:14:03 UTC.
