These documents have been translated from the Japanese originals for reference purposes only.
In the event of any discrepancy between these translated documents and the Japanese originals, the originals shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translations.
Securities Code: 6806
June 2, 2023
To Shareholders with Voting Rights
Kazunori Ishii
President and Representative Director
HIROSE ELECTRIC CO., LTD.
2-6-3 Nakagawa Chuoh, Tsuzuki-ku,
Yokohama, Kanagawa
NOTICE OF THE 76TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 76th Ordinary General Meeting of Shareholders of HIROSE ELECTRIC CO., LTD. (the "Company"), which will be held as described below.
When convening this general meeting of shareholders, the Company takes measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. (matters for which measures for providing information in electronic format are to be taken) in electronic format, and posts this information as "Notice of the 76th Annual General Meeting of Shareholders" on the websites below. Please access them to review the information.
[The Company's website] https://www.hirose.com/corporate/ja/ir/ (in Japanese)
In addition to the above, the information is also posted on the following website: [Tokyo Stock Exchange website (Listed Company Search)] https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
(Access the TSE website by using the internet address shown above, enter "Hirose Electric" in "Issue name (company name)" or the Company's securities code "6806" in "Code," and click "Search." Then, click "Basic information" and select "Documents for public inspection/PR information." Under "Filed information available for public inspection," click "Click here for access" under "[Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting].")
If you are unable to attend the meeting, you may exercise your voting rights in writing by submitting the Voting Rights Exercise Form or via the Internet. Please read the Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 5:00 p.m. on June 22, 2023 (Thursday) in accordance with the guidance below.
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- Date and Time:
- Venue:
- Agenda of the Meeting: Matters to be reported:
Proposals to be resolved: Proposal No. 1 Proposal No. 2
Proposal No. 3
June 23, 2023 (Friday), 10:00 a.m. (Reception will open at 9:00 a.m.) 1-1-1, Shirokanedai, Minato-ku, Tokyo
HAPPO-EN, 2F SUNLIGHT
- Business Report, Consolidated Financial Statements for the Company's 76th Fiscal Year (from April 1, 2022 to March 31, 2023) and Audit Reports for the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Committee
- Non-consolidatedFinancial Statements for the Company's 76th Fiscal Year (from April 1, 2022 to March 31, 2023)
Appropriation of Surplus
Election of Ten (10) Directors (Excluding Directors Who Are Audit & Supervisory Committee Members)
Election of Four (4) Directors Who Are Audit & Supervisory Committee Members
4. Guidance for Exercising Voting Rights:
(1) Exercise voting rights in writing
Please indicate your approval or disapproval on the Voting Rights Exercise Form, and return the form to us to arrive no later than 5:00 p.m. on June 22, 2023 (Thursday).
(2) Exercise voting rights via the Internet
If you exercise your voting rights via the Internet, please exercise them no later than 5:00 p.m. on June 22, 2023 (Thursday).
- If you exercise your voting rights twice, once in writing and once via the Internet, your Internet vote shall be deemed to be valid. If you exercise your voting rights more than once via the Internet, the last exercise shall be deemed to be valid.
- In the case where you choose to exercise your voting rights in writing (by mail), if there is no indication of your vote for or against a proposal on the Voting Rights Exercise Form, it will be treated as a vote "for" the proposal.
5. Other Matters Related to This Notice:
Among the matters subject to measures for electronic provision, Systems to Ensure Properness of Operations of the Company and Operation Status of the Systems, the Notes to the Consolidated and Non-consolidatedFinancial Statements are posted on the websites listed on page 1 pursuant to the provisions of the relevant laws and regulations and Article 15 of the Company's Articles of Incorporation, therefore these are not included in this Notice.The Business Report, and the Consolidated and Non-consolidated Financial Statements included in this Notice are part of the Business Report, and the Consolidated and Non- consolidated Financial Statements that the Accounting Auditor and Audit & Supervisory Committee audited to prepare their respective Audit Reports.
〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
For those attending, please present the Voting Rights Exercise Form at the reception desk on arrival at the meeting. If revisions to the matters subject to measures for electronic provision are required, the Company will post notice of such revisions and provide details of the matters before and after the revisions on the websites listed on page 1.
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Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1 Appropriation of Surplus
1. Matters concerning year-end dividends
Regarding year-end dividends, comprehensively taking into account the business results and operating environment of the Company and based on the policy of stable dividend distribution to shareholders, we propose year-end dividends as follows:
- Type of dividend property: Cash
-
Matters related to the allocation of dividends and total amount thereof: ¥280 per share of the Company's common shares
Total amount of dividends: ¥9,642,616,480
Because an interim dividend of ¥220 per share was paid, the annual dividend for the fiscal year ended March 31, 2023 is ¥500 per share. - Effective date of dividends of surplus: June 26, 2023
2. Matters concerning appropriation of surplus
Regarding the appropriation of surplus, to provide stable dividends to shareholders, we propose the entire amount of general reserve be reversed and transferred to retained earnings brought forward as follows:
- Surplus item to be reduced and amount General reserve ¥122,800,000,000
- Surplus item to be increased and amount
Retained earnings brought forward ¥122,800,000,000
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Proposal No. 2 Election of Ten (10) Directors (Excluding Directors Who Are Audit & Supervisory Committee Members)
The term of office of all ten (10) Directors (excluding Directors who are Audit & Supervisory Committee Members. The same shall apply hereinafter in this proposal.) will expire at the close of this Ordinary General Meeting of Shareholders.
At this juncture, the Company proposes the election of ten (10) Directors.
With respect to this proposal, the Company's Audit & Supervisory Committee has confirmed and reviewed the nature of the supervision and execution of the Board of Directors and the criteria for selecting candidates for the Board of Directors. As a result, the Company has determined that all of the candidates are well qualified for the positions, taking into account the status of the execution of duties and business performance of each candidate during the fiscal year under review.
The candidates are as follows: [Reference] List of candidates for Director
No. | Name | Current positions and responsibilities in the Company | ||||||||||
1 | Kazunori Ishii | President and Representative Director | ||||||||||
Reelection | ||||||||||||
Director | ||||||||||||
2 | Reelection | Yukio Kiriya | ||||||||||
Group President-Production | ||||||||||||
Director | ||||||||||||
3 | Reelection | Hiroshi Satoh | ||||||||||
Group President-Sales & Marketing | ||||||||||||
Director | ||||||||||||
4 | Reelection | Shin Kamagata | ||||||||||
Group President-Administration | ||||||||||||
Operating Officer | ||||||||||||
5 | New election | Shu Obara | Deputy Group President-Engineering; concurrently Division | |||||||||
General Manager-Automotive Division | ||||||||||||
6 | Sang-Yeob Lee | Director | ||||||||||
Reelection | ||||||||||||
Reelection | ||||||||||||
7 | Kensuke Hotta | Outside Director | ||||||||||
Outside | ||||||||||||
Independent | ||||||||||||
Reelection | ||||||||||||
8 | Tetsuji Motonaga | Outside Director | ||||||||||
Outside | ||||||||||||
Independent | ||||||||||||
Reelection | ||||||||||||
9 | Masanori Nishimatsu | Outside Director | ||||||||||
Outside | ||||||||||||
Independent | ||||||||||||
New election | ||||||||||||
10 | Seiji Sakata | |||||||||||
Outside | ||||||||||||
Independent | ||||||||||||
There | is no special interest between the candidates | and the Company. | ||||||||||
Reelection | Candidate for Director to be reelected | |||||||||||
Candidate for Director to be newly elected | ||||||||||||
New election | ||||||||||||
Candidate for Outside Director | ||||||||||||
Outside | ||||||||||||
Independent Officer as defined by the securities exchange | ||||||||||||
Independent |
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No. | Name | Career summary, positions and responsibilities in the Company and | Number of | |||
(Date of birth) | significant concurrent positions at other organizations | shares | ||||
owned | ||||||
April 1982 | Joined the Company | |||||
July 2007 | Deputy Group President-Engineering of the | |||||
Company | ||||||
November 2008 | Deputy Group President-Sales & Marketing of the | |||||
Company | ||||||
June 2009 | Operating Officer of the Company | |||||
November 2009 | Acting Group President-Sales & Marketing of the | |||||
Company | ||||||
Reelection | June 2010 | Director of the Company | ||||
Kazunori Ishii | General Manager-Corporate Innovation Office of the | |||||
Company | ||||||
(January 4, | ||||||
June 2011 | Senior Managing Director of the Company | |||||
1960) | ||||||
Group President-Sales & Marketing of the | 772 | |||||
Attendance at | ||||||
Company; concurrently General Manager-Corporate | ||||||
1 | Board of | Innovation Office | ||||
Directors | June 2012 | President and Representative Director of the | ||||
meetings | Company | |||||
12/12 | (to present) | |||||
(Significant concurrent positions at other organizations) | ||||||
President and Representative Director of TOHOKU HIROSE | ||||||
ELECTRIC CO., LTD. | ||||||
President and Representative Director of KORIYAMA HIROSE | ||||||
ELECTRIC CO., LTD. | ||||||
President and Representative Director of ICHINOSEKI HIROSE | ||||||
ELECTRIC CO., LTD. | ||||||
Representative Director of HIROSE KOREA CO., LTD. | ||||||
(Reasons for nomination as candidate for Director) | ||||||
The Company nominates Mr. Kazunori Ishii as a candidate for Director for another term because we | ||||||
believe he is well qualified for the position as he has supervised and managed the whole Group as | ||||||
President. | ||||||
April 1982 | Joined the Company | |||||
April 2013 | Deputy Group President-Production of the Company | |||||
Reelection | June 2015 | Operating Officer of the Company | ||||
Yukio Kiriya | November 2015 | Acting Group President-Production of the Company | ||||
April 2016 | Acting Group President-Production of the Company; | |||||
(December 29, | ||||||
concurrently responsible for Quality Assurance | ||||||
1958) | ||||||
Department | 1,570 | |||||
Attendance at | ||||||
June 2016 | Director of the Company | |||||
2 | Board of | (to present) | ||||
Directors | Group President-Production of the Company; | |||||
meetings | concurrently responsible for Quality Assurance | |||||
12/12 | Department | |||||
October 2017 | Group President-Production of the Company | |||||
(to present) | ||||||
(Reasons for nomination as candidate for Director) | ||||||
The Company nominates Mr. Yukio Kiriya as a candidate for Director for another term because we | ||||||
believe he is well qualified for the position as he has supervised and managed the overall manufacturing | ||||||
affairs of the Group. |
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HRS - Hirose Electric Co. Ltd. published this content on 31 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 May 2023 04:09:25 UTC.