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: 9424 June 1, 2023
To: Shareholders
Frank Seiji Sanda, Representative Director-Chairman
Japan Communications Inc.
1-28 Toranomon 4-chome,Minato-ku, Tokyo
NOTICE OF THE 27TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We would like to notify you that the 27th Ordinary General Meeting of Shareholders of Japan Communications Inc. (the "Company") will be held as follows.
If you are not able to attend the meeting, please exercise your voting rights in writing (meaning the voting rights exercise form designated by the Company) or via the Internet by no later than the deadline (Tuesday, June 27, 2023, at 6:00 p.m. (JST)).
For the points to keep in mind in attendance at the meeting and the method of exercising voting rights in writing or via the Internet, please refer to pages 3 to 4 of this document (available in Japanese only).
- Date and time: Wednesday, June 28, 2023, at 10:00 a.m. (JST) (Reception opens at 9:00 a.m. (JST))
- Venue: Tokyo American Club B2F
Room name: Manhattan
1-2 Azabudai 2-chome,Minato-ku, Tokyo *The venue is different from that of last year.
*Please refer to an information map on the back cover of this document (available in Japanese only).
3. Purposes
Items to be reported:
- Report on the Business Report and the Consolidated Financial Statements for the 27th Fiscal Year (from April 1, 2022 to March 31, 2023) and Results of the Audits of Consolidated Financial Statements by the Financial Auditor and the Board of Corporate Auditors
- Report on the Non-consolidated Financial Statements for the 27th Fiscal Year (from April 1, 2022 to March 31, 2023)
Items to be resolved:
Proposal No. 1 Election of Five Directors
Proposal No. 2 Election of Two Corporate Auditors
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When convening this meeting, the Company takes measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. (the "items subject to measures for electronic provision") in electronic format, and posts them on the Company's website and each of the websites below:
The Company's website: https://www.j-com.co.jp (TOP page) (in Japanese)
https://www.j-com.co.jp/en (TOP page) (in English) *This URL is added only for this English version. Website for posted informational materials for the general meeting of shareholders: https://d.sokai.jp/9424/teiji/ (in Japanese)
Tokyo Stock Exchange's website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese) https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show (in English) * *This URL is added only for this English version.
- If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of the items before and after the revisions will be posted on each website above.
If you exercise your voting rights both in writing and via the Internet, the Company will deem your exercise via the Internet valid.
- Exercise of voting rights in writing
- Please indicate your approval or disapproval of a proposal on the voting rights exercise form and return it so that it arrives by no later than the deadline (Tuesday, June 27, 2023, at 6:00 p.m. (JST)).
- If neither approval nor disapproval of a proposal is indicated on the voting rights exercise form, the Company will deem that you indicated your approval of the proposal.
- Exercise of voting rights via the Internet
- Please access the voting rights exercise website designated by the Company (https://evote.tr.mufg.jp/) ("voting rights exercise website") on your personal computer or smartphone and enter your approval or disapproval of a proposal by no later than the deadline (Tuesday, June 27, 2023, at 6:00 p.m. (JST)).
- If you exercise your voting rights on the voting rights exercise website multiple times, the vote exercised last will be treated as the valid one.
- To institutional investors
If you preliminarily applied for the use of the Electronic Voting System Platform operated by ICJ, Inc., you can use the platform.
We will give Notice of the Resolution of this Ordinary General Meeting of Shareholders by posting on our Company website (https://www.j-com.co.jp/en) (available in Japanese only). We would appreciate your understanding in advance.
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Reference Documents for the General Meeting of Shareholders
Proposal No. 1 Election of Five Directors
Among the currently serving Directors, the terms of office of five Directors, Frank Seiji Sanda, Taku Morota, Shinto Teramoto, Yoko Mori and Hitoshi Tanaka will expire at the conclusion of this meeting. Accordingly, we would like to propose the election of five Directors.
The candidates for Director are as follows:
Candidate | Name | Career summary, significant concurrent positions outside the | Number of the | |
Company, and position and responsibility as Director of the | Company's shares | |||
No. | (Date of birth) | |||
Company | owned | |||
May 1973 | Joined Canadian National Railway | |||
June 1978 | Completed Doctoral Program in Electrical | |||
Engineering at University of Detroit Mercy | ||||
Mar. 1979 | Joined Consolidated Rail Corporation | |||
Dec. 1982 | Joined Long Island Rail Road, Vice President | |||
Apr. 1984 | Completed Advanced Management Program | |||
(A.M.P) at Harvard Business School | ||||
Nov. 1984 | Joined Citibank, N.A., Vice President | |||
July 1987 | Joined Merrill Lynch & Co., Inc., Vice | |||
President in charge of Product Operation | ||||
Nov. 1989 | Managing Director and General Manager of | |||
Mobile Phone Business Department of | ||||
Motorola Japan Ltd., and Vice President of | ||||
Motorola Inc. | ||||
July 1994 | Representative Director-President of Apple | |||
Computer, Inc. (current Apple Japan Inc.), and | ||||
Frank Seiji Sanda | Vice President, Head Office (United States) of | |||
Apple Computer, Inc. (current Apple Inc.) | 12,702,800 shares | |||
(June 10, 1949) | ||||
Oct. 1995 | Founded LTS, Inc., Representative Director- | |||
(Reelection) | ||||
President | ||||
May 1996 | Founded the Company, Representative | |||
Director-President | ||||
1 | July 1998 | Vice President, Japan Ireland Economic | ||
Association (current Ireland Japan Chamber of | ||||
Commerce) | ||||
Oct. 1998 | Outside Director, Xilinx, Inc. (United States) | |||
Feb. 2000 | Founded LTSanda B.V.B.A, Managing Director | |||
(current position) | ||||
Jan. 2008 | Member, International Advisory Forum on | |||
Next Generation Broadband of the Government | ||||
of Ireland | ||||
President, Ireland Japan Chamber of | ||||
Commerce (former Japan Ireland Economic | ||||
Association) | ||||
June 2015 | Representative Director-Chairman (current | |||
position) |
Reasons for nomination as candidate for Director
Frank Seiji Sanda completed his academic work in the United States and Canada and gained experience in management at global leading companies in such sectors as railroad, banking, and securities. He contributed to the growth of the emerging Japanese mobile phone industry, as an executive of a large U.S. telecommunications device manufacturer. Based on his experience, he proposed the MVNO business model and founded the Company. After that he led the Company for 20 years as the Representative Director-President, realized interconnection among mobile phone operators, and created a new industry called the MVNO business. After implementing a successor plan and becoming the Representative Director- Chairman in June 2015, he has used his connections to conduct business globally in the United States and Europe and is committed to further enhancing the Company's corporate value. Based on such track record and abilities, the Company judges that he will be appropriate to continue to serve as Director of the Company.
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Candidate | Name | Career summary, significant concurrent positions outside the | Number of the | |
Company, and position and responsibility as Director of the | Company's shares | |||
No. | (Date of birth) | |||
Company | owned | |||
Mar. 1961 | Graduated from Faculty of Law, The | |||
University of Tokyo | ||||
Mar. 1961 | Joined TEIJIN LIMITED | |||
June 1990 | Director | |||
Taku Morota | June 1994 | Managing Director | ||
(August 16, 1936) | June 1996 | Senior Managing Director | 22,500 shares | |
(Reelection) | June 1998 | Representative Senior Managing Director | ||
(Candidate for Outside Director) | June 2001 | Outside Corporate Auditor (part-time), Kobe | ||
Steel, Ltd. | ||||
2 | June 2006 | Outside Corporate Auditor of the Company | ||
June 2013 | Outside Director of the Company (current | |||
position) | ||||
Reasons for nomination as candidate for Outside Director and summary of expected roles | ||||
Taku Morota has extensive knowledge and experience gained through management in textile and composite material | ||||
industries. Since June 2013, he has been responsible for ensuring the reasonableness and appropriateness of the decision- | ||||
making of the Company and supervising the execution of operations as an Outside Director of the Company. The Company | ||||
judges that he will be appropriate to continue to serve as Outside Director of the Company because, based on his track | ||||
record and abilities, he is expected to ensure the reasonableness and appropriateness of the decision-making of the Company | ||||
and supervise the execution of operations mainly from the standpoint as a senior corporate management who has financial | ||||
insight. |
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Candidate | Name | Career summary, significant concurrent positions outside the | Number of the | |
Company, and position and responsibility as Director of the | Company's shares | |||
No. | (Date of birth) | |||
Company | owned | |||
Mar. 1985 | Graduated from Faculty of Law, The | |||
University of Tokyo | ||||
Apr. 1987 | Registered as a member of Dai-Ichi Tokyo Bar | |||
Association | ||||
Apr. 1987 | Associate, Nishimura & Sanada (current | |||
Nishimura & Asahi.) | ||||
Oct. 1990 | Associate, TMI Associates | |||
Aug. 1993 | Visiting Scholar, James E. Rogers College of | |||
Law | ||||
Aug. 1994 | Partner, Dohke and Teramoto | |||
Jan. 1996 | Partner, Teramoto and Partners (later renamed | |||
to Teramoto Law Firm) | ||||
Shinto Teramoto | July 2000 | Integrated operations into Nishimura & | ||
Partners (current Nishimura & Asahi.) | ||||
(January 31, 1963) | 10,000 shares | |||
Apr. 2006 | Specially Appointed Professor, Graduate | |||
(Reelection) | ||||
Schools for Law and Politics, The University | ||||
(Candidate for Outside Director) | ||||
of Tokyo | ||||
Apr. 2007 | Professor, Graduate Schools for Law and | |||
3 | Politics, The University of Tokyo (full-time | |||
professor of School of Law) | ||||
Apr. 2010 | Professor, Kyushu University Graduate School | |||
of Law (current position) | ||||
June 2015 | Outside Director of the Company (current | |||
position) | ||||
Apr. 2016 | Outside Director, Web I Laboratories, Inc. | |||
(current position) | ||||
(Significant concurrent positions outside the Company) | ||||
Professor, Kyushu University Graduate School of Law | ||||
Outside Director, Web I Laboratories, Inc. | ||||
Reasons for nomination as candidate for Outside Director and summary of expected roles | ||||
Shinto Teramoto has extensive knowledge and experience as a researcher and an educator and also has professional insight | ||||
as a lawyer. He was not involved in managing companies before June 2015 except for serving as an outside director or | ||||
outside corporate auditor. However, as an Outside Director of the Company, since June 2015, he has been responsible for | ||||
ensuring the reasonableness and appropriateness of the decision-making of the Company and supervising the execution of | ||||
operations. The Company judges that he will be appropriate to continue to serve as Outside Director of the Company | ||||
because, based on his track record and abilities, he is expected to ensure the reasonableness and appropriateness of the | ||||
decision-making of the Company and supervise the execution of operations mainly from the standpoint of providing neutral | ||||
and advanced insight. He will obtain the permission of Kyushu University, the organization to which he belongs, based on | ||||
the National University Corporation Kyushu University Rules for Concurrent Business. |
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JCI - Japan Communication Inc. published this content on 30 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 May 2023 07:53:04 UTC.