These documents have been translated from Japanese originals for reference purposes only.
In the event of any discrepancy between these translated documents and the Japanese originals, the originals shall prevail. AICHI CORPORATION (“The Company”) assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translations.
(Securities code: 6345)
May 28, 2025
(Date of commencement of electronic provision measures: May 21, 2025)
Toshiya Yamagishi President and Director AICHI CORPORATION
1152-10 Ryoke, Ageo-shi, Saitama, Japan
NOTICE OFTHE 77TH ORDINARY GENERAL MEETING OF SHAREHOLDERSDear Shareholders:
Please be informed that the 77th Ordinary General Meeting of Shareholders of the Company will be held for the purposes as described below.
When convening this Ordinary General Meeting of Shareholders, the Company has taken measures for providing information in electronic format (the “electronic provision measures”) and has posted matters subject to the electronic provision measures on the following Company’s website.
The Company’s website: https://www.aichi-corp.co.jp/en/ir
In addition to the website shown above, the Company also has posted the matters subject to electronic provision measures on the website of Tokyo Stock Exchange (TSE). To view the information, please access the following TSE website (Listed Company Search), input the issue name (AICHI CORPORATION) or securities code (6345), and click “Search,” and then click “Basic information” and select “Documents for public inspection/PR information.”
The TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you are unable to attend this meeting, you may exercise your voting rights in advance in writing, via the Internet, or other means. Please review the Reference Documents for the General Meeting of Shareholders, and exercise your voting rights by 5:30 p.m. on Thursday, June 12, 2025, Japan time.
- Date and Time: Friday, June 13, 2025 at 10:00 a.m., Japan time
- Place: Head Office
1152-10 Ryoke, Ageo-shi, Saitama, Japan
(The venue has changed from the last year.)
- Meeting Agenda:
2. Non-consolidated Financial Statements for the 77th Fiscal Year (April 1, 2024–March 31, 2025)
Proposals to be resolved:Proposal No. 1: Partial Amendments to the Articles of IncorporationProposal No. 2: Election of 2 Directors (excluding Directors serving as Audit and Supervisory Committee Members)Proposal No. 3 Election of 2 Directors serving as Audit and Supervisory Committee Members・For those attending, please present the enclosed ballot form at the reception desk on arrival at the meeting.
・In accordance with the provisions of laws and regulations as well as of the Articles of Incorporation of the Company, the following matters are not included in the document sent to shareholders who have requested the delivery of the document. Therefore, this document is part of the documents audited by the Audit and Supervisory Committee and the Accounting Auditor in preparing their Audit Reports.
“Consolidated Statement of Changes in Net Assets” and “Notes to the Consolidated Financial Statements”
included in “Consolidated Financial Statements”
“Non-consolidated Statement of Changes in Net Assets” and “Notes to the Non-consolidated Financial Statements” included in “Non-consolidated Financial Statements”
・If any revisions are made to the matters subject to electronic provision measures, the revised contents will be posted on the respective websites where the matters are posted.
Reference Documents for the General Meeting of ShareholdersProposals and ReferencesProposal No. 1: Partial Amendments to the Articles of IncorporationPurpose of the amendments
In the light of its future business developments, the Company proposes an amendment to the current Article 2 (Objectives of the Company) of the Company’s Articles of Incorporation to include new business purposes.
Description of the amendments
Description of the amendments is as follows.
(Amended parts are underlined.)
Current Articles of Incorporation | Proposed amendments |
(Objectives of the Company) Article 2. The objectives of the Company shall be to engage in the following businesses:
| (Objectives of the Company) Article 2. The objectives of the Company shall be to engage in the following businesses:
|
The terms of office of all 2 incumbent Directors (excluding Directors serving as Audit and Supervisory Committee Members) will expire at the conclusion of this Ordinary General Meeting of Shareholders. Accordingly, the Company proposes the election of 2 Directors (excluding Directors serving as Audit and Supervisory Committee Members).
This proposal has been determined after exchanges of opinions and confirmation of the contents by the Nomination and Compensation Advisory Committee, and the Audit and Supervisory Committee has judged that all candidates in this proposal are suitable for Directors of the Company, based on the status of duty execution and performance of each candidate in the fiscal year under review, as well as each candidate’s career experience.
The candidates for Director (excluding Directors serving as Audit and Supervisory Committee Members) are as follows.
No. | Name | Positions and responsibilities at the Company (important concurrent positions) | Number of years served as Director (at the conclusion of this Meeting) | Attendance at the Board of Directors meetings |
1 | Shunichi Nakazawa (Reappointment) | Director Senior Managing Officer, Head of Corporate Operation | 1 year | 10/10 meetings held (100%) |
2 | Satoshi (New Ishii appointment) | Executive Officer General Manager of Sales / Services Development Headquarters | - | - |
Notes: 1. No material conflicts of interests exist between the Company and any of the above candidates.
2. The Company has concluded a directors and officers liability insurance contract with an insurance company, as prescribed in Article 430-3, Paragraph 1 of the Companies Act, which insures its Directors, etc., to cover damages that may arise when an insured person becomes liable in connection with the execution of his/her duties or receives claims related to the pursuit of such liability. If each candidate assumes the position of Director, he or she will be the insured person under the insurance contract, and the Company will renew the insurance contract with the same content during their terms of office.
No. | Name (Date of birth) | Career summary, positions, responsibilities and important concurrent positions | Number of Company shares held |
1 | Shunichi Nakazawa (February 22, 1967) [Reappointment] Attendance at the Board of Directors meetings: 10/10 meetings held (100%) Number of years served as Director (at the conclusion of this Meeting): 1 year | April 1990 Joined the Company April 2015 General Manager, Research & Development Department of the Company May 2017 General Manager, Research & Development Department and General Manager, Product Development Department of the Company June 2020 Commissioner of the Company June 2021 Managing Officer of the Company, in charge of Technology and Development Division and Information Systems Division June 2023 Managing Officer of the Company, General Manager, Technology Development Headquarters and in charge of Procurement Department June 2024 Director and Senior Managing Officer of the Company, General Manager, Corporate Headquarters and in charge of Procurement Department, General Safety and Health Manager April 2025 Director and Senior Managing Officer of the Company, Head of Corporate Operation (to the present) | 17,672 shares |
[Important concurrent positions] None | |||
Reason for nomination as a candidate for Director As Director, he has led management of the Company and contributed to enhancing corporate value. We nominate him as a candidate for Director due to his in-depth knowledge, acquired through many years of experience in the development division at the Company, and extensive experience in the Company’s management, in addition to his excellent character and insight. | |||
2 | Satoshi Ishii (April 1, 1970) [New appointment] Attendance at the Board of Directors meetings: - Number of years served as Director (at the conclusion of this Meeting): - | April 1988 Joined the Company July 2015 General Manager, Life Cycle Support Department of the Company March 2021 General Manager, Corporate Planning Department of the Company January 2022 Branch Manager of Chubu Branch of the Company June 2024 Executive Officer of the Company, Deputy General Manager of Sales / Services Development Headquarters April 2025 Executive Officer of the Company, General Manager of Sales / Services Development Headquarters (to the present) [Important concurrent positions] None | 9,122 shares |
Reason for nomination as a candidate for Director As Executive Officer, he has led management of the Company and contributed to enhancing corporate value. We nominate him as a candidate for Director due to his in-depth knowledge, acquired through many years of experience in the sales division at the Company, and extensive experience in the Company’s management, in addition to his excellent character and insight. | |||