Note: This document has been translated from 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: 6482
June 2, 2022
Dear Shareholders,
Notice of Convocation for
the 49th Ordinary General Meeting of Shareholders
We would like to express our deepest appreciation for your continued support and patronage.
Notice is hereby given that the 49th Ordinary General Meeting of Shareholders of YUSHIN PRECISION EQUIPMENT CO., LTD. will be held as set out below:
If you do not expect to attend the meeting in person, you may exercise your voting rights in writing or via electromagnetic means (the Internet and others). Please refer to the enclosed Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 5 p.m. on Tuesday, June 21, 2022 (JST) at the latest.
Details
1. Date and Time:Wednesday, June 22, 2022 at 10 a.m.
2. Place: | Conference Room on the 6th Floor, |
Head Office of YUSHIN PRECISION EQUIPMENT CO., LTD. | |
555 Kuzetonoshiro-cho,Minami-ku, Kyoto |
3. Objectives of the Meeting:
Matters to be reported: | a) | Business Report and Consolidated Financial Statements for the |
49th Fiscal Year (from April 1, 2021 to March 31, 2022) as well as | ||
the audit reports from the Accounting Auditor and the Board of | ||
Corporate Auditors on the Consolidated Financial Statements | ||
b) | Report on the Non-Consolidated Financial Statements for the 49th | |
Fiscal Year (from April 1, 2021 to March 31, 2022) |
Agenda for resolution:
Proposal 1: Partial Amendments to the Articles of Incorporation
Proposal 2: Election of Eight (8) Directors
Sincerely Yours,
Takayo Kotani
Representative Director and President
YUSHIN PRECISION EQUIPMENT CO., LTD.
555 Kuzetonoshiro-cho,Minami-ku,
Kyoto, Japan
Notes:
If any changes have been made to the matters appearing in the Reference Documents for the General Meeting of Shareholders, Business Report, Non-Consolidated Financial Statements or Consolidated Financial Statements, such changes will be posted on the Company's website: (https://www.ype.co.jp)
Of the documents required to be appended to this Notice of Convocation as attachments, "Consolidated Statements of Changes in Net Assets", "Basis of Preparing Consolidated Financial Statements and other Notes", "Statements of Changes in Net Assets" and "Significant Accounting Policies and other notes", have been posted on the Company's website (https://www.ype.co.jp) in accordance with laws and regulations and Articles of Incorporation, and are therefore not included in the attached documents. Besides, "Consolidated Statements of Changes in Net Assets", "Basis of Preparing Consolidated Financial Statements and other Notes", "Statements of Changes in Net Assets" and "Significant Accounting Policies and other notes" were audited by the Accounting Auditor and the Corporate Auditor as part of the Consolidated Financial Statements and the Non-consolidated Financial Statements in preparing the Audit Report.
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Reference Documents for the General Meeting of Shareholders
Proposal 1:Partial Amendments to the Articles of Incorporation
1. Reasons for the proposal
The amended provisions stipulated in the proviso of Article 1 of the Supplementary Provisions of the
Law for Partial Amendment of the Companies act (Law No. 70 of 2019) will be enforced on September 1, 2022. The Company proposes to amend its Articles of Incorporation in preparation for the introduction of an electronic delivery system for the materials of the General Meeting of Shareholders, as follows.
- Paragraph 1, Article 14 of the proposed amendment stipulates that electronic provision measures shall be taken with respect to the information contained in the Reference Documents for the General Meeting of Shareholders, etc.
- Paragraph 2, Article 14 of the proposed amendment establishes provisions for limiting the scope of matters to be stated in the document to be provided to shareholders who request for delivery of documents.
- Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders (Article 14 of the current Articles of Incorporation) shall be no longer necessary, and therefore they shall be deleted.
- In conjunction with the above-mentioned addition and deletion, the Supplementary Provisions concerning the effective date, etc. shall be established.
2. Details of the proposed amendment
The details of the proposed amendment are as follows:
(Amendments are underlined) | |
Current Articles of Incorporation | Proposed Amendment |
(Internet Disclosure and Deemed Provision of | (deleted) |
Reference Documents for the General Meeting of | |
Shareholders) | |
Article 14: | |
When the Company convenes the General | |
Meeting of Shareholders, the Company discloses | |
reference documents for the General Meeting of | |
Shareholders, business reports and information to | |
be described or indicated in financial statements | |
and consolidated financial statements through the | |
Internet in accordance with the provisions | |
stipulated in the Ordinance of the Ministry of | |
Justice and those documents or information can be | |
deemed as provided to the shareholders. | |
(Newly established) | (Measures of Electronic Provision, etc.) |
Article 14: | |
The Company provides information containing in | |
the reference documents for the General Meeting | |
of Shareholders, etc. by electronic means when the | |
Company convenes a General Meeting of | |
Shareholders. | |
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(Measures of Electronic Provision, etc.)
Article 14: 2.
Of the matters in regard to measures of Electronic Provision, the Company shall not need to provide all or part of the documents stipulated in the ordinance of the Ministry of Justice to the shareholders who request the documents to be provided in writing before the record date entitled to exercise voting rights.
(Supplementary provision)
(Transitional measures of Electronic Provision providing documents for the General Meeting of Shareholders)
Article 1:
The deletion of Article 14 (Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders) and addition of the proposed amendment of Article 14 (Measures of Electronic Provision, etc.) shall take effect as of September 1, 2022.
2.
Notwithstanding the provision of the preceding paragraph, Article 14 (Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders) shall be still effective for the General Meeting of Shareholders held within six (6) months from September 1, 2022.
3.
This supplementary Provision of this section shall be deleted on the date after six (6) months passed since September 1, 2022 or the date after three (3) months passed since the date of the General Meeting of the Shareholders in the preceding paragraph, whichever comes later.
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Proposal 2:Election of Eight (8) Directors
The terms of all Directors (8 members) will expire at the conclusion of this General Meeting of Shareholders.
The Company therefore requests Shareholders to vote for these eight (8) candidates for Directors. The candidates for the position of Directors are as follows.
Current position in | Areas of responsibility, | |||||||||||||||
No. | Name | and representation of | ||||||||||||||
the Company | ||||||||||||||||
other organizations | ||||||||||||||||
1 | Takayo Kotani | Reappointment | Representative Director and | |||||||||||||
President | ||||||||||||||||
General | Manager | of | ||||||||||||||
2 | Yasushi Kitagawa | Reappointment | Executive Managing Director | Manufacturing Division | ||||||||||||
and General Manager of | ||||||||||||||||
Purchasing Division | ||||||||||||||||
General | Manager | of | ||||||||||||||
3 | Kota Oda | Reappointment | Managing Director | General Affairs | ||||||||||||
Department | ||||||||||||||||
4 | Tomohiro Inano | Reappointment | Director | General Manager of | ||||||||||||
Sales Division | ||||||||||||||||
General Manager of | ||||||||||||||||
5 | Masahito Fukui | Reappointment | Director | Corporate Management | ||||||||||||
Department | ||||||||||||||||
Reappointment | Chairman of YAMADA | |||||||||||||||
6 | Yasuo Nishiguchi | Director | Consulting Group Co., | |||||||||||||
External | Independent | Ltd. | ||||||||||||||
Reappointment | Professor emeritus at | |||||||||||||||
7 | Hiroshi Matsuhisa | Director | ||||||||||||||
Kyoto University | ||||||||||||||||
External | Independent | |||||||||||||||
Reappointment | Director of LUCKLAND | |||||||||||||||
CO., LTD. (Audits | ||||||||||||||||
8 | Reiko Nakayama | Director | Committee) | |||||||||||||
External | Independent | Outside Director of | ||||||||||||||
Mandom Corporation | ||||||||||||||||
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No. | Name | Career summary, position, areas of responsibility, | |||||||
(Date of birth) | and representation of other organizations | ||||||||
Reappointment | |||||||||
April 2008 | Joined the Company | ||||||||
October 2008 | Manager of R&D Section | ||||||||
April 2009 | General Manager of R&D Department | ||||||||
April 2019 | Executive Officer and General Manager of R&D Department | ||||||||
June 2019 | Executive Officer and General Manager of R&D Division | ||||||||
June 2020 | Managing Director and General Manager of R&D Division | ||||||||
Takayo Kotani | October 2020 | Director, Executive Vice President | |||||||
and General Manager of R&D Division | |||||||||
(August 26, 1977) | |||||||||
1 | June 2021 | Representative Director and President (to present) | |||||||
Number of shares held: 1,968,532 shares |
Reasons for appointment:
Takayo Kotani has been involved in R&D, promotion of development strategies and management, and has a wealth of experience and achievements. Her achievements have been recognized socially, such as receiving the Japan Society of Mechanical Engineers Prize for the development of robot technology. Since June 2021, she has served as Representative Director and President, providing leadership in formulating management strategies for sustainable growth and strengthening the organizational structure of the Company. The Company has renominated her for Director because can be expected to strengthen the decision-making and supervisory functions of the Board of Directors.
Reappointment | |||
September 2007 | Joined the Company | ||
November 2007 | Deputy General Manager of Manufacturing Division | ||
April 2008 | Deputy General Manager of Manufacturing Division | ||
and Quality Assurance Department | |||
April 2009 | Executive Officer, | ||
Deputy General Manager of Manufacturing Division | |||
and Quality Assurance Department | |||
August 2009 | Executive Officer, General Manager of Manufacturing Division | ||
and Quality Assurance Department | |||
June 2010 | Director and General Manager of Manufacturing Division | ||
and Quality Assurance Department | |||
June 2013 | Managing Director and General Manager of Manufacturing Division | ||
Yasushi Kitagawa | and Quality Assurance Department | ||
2 | June 2017 | Executive Managing Director | |
(August 12, 1958) | |||
and General Manager of Manufacturing Division | |||
and Quality Assurance Department | |||
July 2020 | Executive Managing Director | ||
and General Manager of Manufacturing Division | |||
June 2021 | Executive Managing Director | ||
and General Manager of Manufacturing Division | |||
and General Manager of Purchasing Division (to present) | |||
Reasons for appointment: 4,800 shares |
Reasons for appointment:
Yasushi Kitagawa has been engaged in management and operation of production, thus having a wealth of experience in the business. The Company has renominated him for Director because can be expected to strengthen the decision- making and supervisory functions of the Board of Directors.
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Yushin Precision Equipment Co. Ltd. published this content on 26 May 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 May 2022 16:10:42 UTC.