NPC INCORPORATED This document has been translated from the Japanese original for reference purposes only. discrepancy between the Japanese original and the translation, the Japanese original shall prevail.
In the event of any
Securities code: 6255
November 9, 2018
Dear shareholders,
Convocation Notice of the 26th Ordinary General Meeting of Shareholders for FY2018
NPC Incorporated, ("the Company") would like to invite you to the 26th ordinary general meeting of shareholders.
In case you will not be able to attend the meeting, you can exercise your voting rights in writing by submitting the Voting Rights Exercise Form. Please refer to the Reference Documents for the General Meeting of Shareholders and exercise your voting rights, and indicate your approval or disapproval on the enclosed Voting Rights Exercising Form and send the completed form to the Company to arrive by 5:30 p.m. on Wednesday, November 28, 2018.
1. Date and time:
10:00 a.m., Thursday, November 29, 2018 Japan time (Registration starts at 9:00 a.m.)
2. Venue:
"Hisho-no-ma" conference room, 2nd floor The Hotel Langwood
5-50-5 Higashi-nippori, Arakawa-ku, Tokyo, Japan
3. Meeting agenda: Matters to be reported
1) Business reports, consolidated financial statements, and audit report on consolidated financial statements by the accounting auditor and the audit & supervisory board for FY2018 (September 1, 2017 to August 31, 2018)
2) Non-consolidated financial statements for FY2018 (September 1, 2017 to
August 31, 2018)
Matters to be resolved 1) Appropriation of Surplus
2) Partial amendments to the Article of Incorporation
3) Election of four (4) board members
4) Election of two (2) audit & supervisory board members
Sincerely yours,
Masafumi Ito
President & CEO
NPC Incorporated
1-7-15 Higashi-ueno, Taito-ku, Tokyo
Reference Documents for the General Meeting of Shareholders
1) Appropriation of surplus
With regard to the appropriation of surplus, as the Company resulted to have retained earnings brought forward in positive, the Company would like to resume the distribution of the dividend for continuous stable profit allocation.
1. Type of dividend property: | Cash |
2. Allotment of dividend property and total amount thereof: | 2 yen per common share of the Company stock |
Total amount: 44,103,982 yen | |
3. Effective date of dividend of surplus: | November 30, 2018 |
2) Partial amendments to the Article of Incorporation |
1. The purpose of the proposal to amend the articles
The Company is considering industrial waste disposal as a new business of the Company. Therefore it intends to add a purpose of the Company (Article 2). Due to this addition to the Incorporation, the item numbers after the amended part shall be moved down respectively.
2. Details of the amendments
(Underlined parts are amended)
Current Articles of Incorporation | Proposed amendments |
(Purpose) Article 2. The purposes of the Company are to engage in the following business activities:
| (Purpose) Article2. The purposes of the Company are to engage in the following business activities:
|
3) Election of four (4) board members
The Company proposes election of four (4) board members as the term of office of all five (5) board members will expire upon the conclusion of this General Meeting of Shareholders, exclusive of one board member who will resign after the termination.
The candidates for board members are as follows:
(Date of birth)Masafumi Ito
(Oct. 13, 1962)
1
Career summary, positions and responsibilities at the Company, and significant concurrent positions outside the Company
1986.4
1992.7
1992.12
1993.9
1996.8
1996.9
2000.1 2002.4 2002.6 2005.9
2008.7
2011.11
Joined Itoman Corp.
Joined NIHON PORICERO Corp. Joined NPC Incorporated (the Company) A board member of the Company
CEO of NPC America Corporation (current title)
A General Manager of Engineering Dept. in the Company's Photovoltaic Business Division
CEO of MECT Corp.
A board member of MECT Corp.
A board member of NIHON SHINKU SYSTEM Corp. The deputy director-general of the Company's Photovoltaic Business Division
Director-general of the Company's Photovoltaic Business Division
CEO of the Company (current title)
Number of shares of the Company owned
1,905,720 shares
Reasons for nomination:
Mr. Masafumi Ito, with his wide range of experience in photovoltaic industry, has served as the CEO of the Company since Nov. 2011. He has started new businesses in order to flexibly deal with the industry in transformation, and has been building up results. Given these achievements, the Company believes him appropriate as a board member.
(Date of birth)Career summary, positions and responsibilities at the Company, and significant concurrent positions outside the Company
Number of shares of the Company owned
1985.4 1992.9 1992.12 1995.9
Joined Itoman Engineering Corp. Joined NIHON PORICERO Corp. Joined NPC Incorporated (the Company)
Manager of Engineering Dept. in the Company's Packing Machine Division
2006.4
Division Director of the Company's Packing Machine Division
2007.9
2007.11
Chief of Administration Headquarters of the Company A board member of the Company
2008.4
2009.7
Kazuo Hirosawa
General Manager of Accounting Dept. of the Company General Manager of Matsuyama Administration Dept. of the Company
194,040 shares
(Jan. 24, 1962)
2010.9 2012.8 2013.4
Auditor of NPC China Co., Ltd.
2
General Manager of Accounting Dept. of the Company General Manager of General Affairs Dept. of the Company
2013.11
Corporate Information Disclosure Position of the Company (current title)
2014.10
General manager of Sales Administration Dept. of the Company
2016.6
General manager of General Affairs Dept. of the Company
2016.9
Senior managing director of the Company (current title)
Reasons for nomination:
Mr. Kazuo Hirosawa has various experiences in packing industry as well as photovoltaic industry. Also, since Nov. 2007, as a board member, he has been a driving force in improving efficiency mainly in Administration Headquarters. Additionally, since Nov. 2016, he has been supporting CEO as a senior managing director of the Company through companywide supervisions. Given these achievements, the
Company believes him appropriate as a board member.
(Date of birth)Career summary, positions and responsibilities at the Company, and significant concurrent positions outside the Company
Number of shares of the Company owned
1990.4
1992.8
1997.11
Joined Mazda Motor Corporation Joined Asahi Engineering Co., Ltd Joined Tec'x Corporation
2000.1
Joined MECT Corp.
2005.9
Joined NPC Incorporated (the Company), General Manager of Machinery Manufacturing Department in Photovoltaic Business Division
2006.6
General Manager of Research & Development Department in Photovoltaic Business Division
2008.7
Toshiyuki Yauchi
The deputy director-general of the Company's Photovoltaic Business Division
59,620 shares
(Feb. 12, 1972)
2010.11
A board member of the Company
2011.12 3 2016.9
The Deputy Director-general of the Company's Photovoltaic Business Division
Managing Director of the Company (current title) Director-general of the Company's Photovoltaic Business Division
Head of Business Management Section
2017.9
Division Manager of Machinery Business Division Division Manager of Environmental Business Division Chief of Business Headquarters (current title)
Reasons for nomination:
Mr. Toshiyuki Yauchi, as a board member since Nov. 2010, with his supervision of Matsuyama Factory, has been constructing the systematic organization such as R&D of the products and services to manufacture of such items. Also, since Sept. 2016, he has been supervising the NPC Group (the Company and its subsidiaries) as Managing Director of the Company. Given these achievements, the Company believes him appropriate as a board member.
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NPC Inc. published this content on 01 November 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 01 November 2018 03:22:07 UTC
