(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.
Securities Code: 6141
March 12, 2025
To Our Shareholders
106 Kitakoriyama-cho,
Yamato-Koriyama City, Nara
DMG MORI CO., LTD.
Masahiko Mori, President
Notice of Convocation of
the 77th Annual General Meeting of Shareholders
We hereby invite our shareholders to the 77th Annual General Meeting of Shareholders of DMG MORI CO., LTD. (the "Company"), which will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for the electronic provision of information that consists of reference material, etc. (matters to be provided in electronic form). Accordingly, the reference material, etc. formerly delivered in paper together with this notice is provided electronically and disclosed on the following websites.
Please access one of the following websites to view the reference material, etc.:
The Company's website: https://www.dmgmori.co.jp/corporate/en/ir/shareholders/meeting.html
Tokyo Stock Exchange website (Listed Company Search)*1: https://www2.jpx.co.jp/tseHpFront/JJK020030Action.do;jsessionid= 00B070D0176EF890B48AEA7524BF1B512(documents partly in Japanese)
Soukai Portal® (Sumitomo Mitsui Trust Bank, Limited): https://www.soukai-portal.net(in Japanese)
(Please read QR code on the Voting Rights Exercise Form, or access the website by using the internet address shown above and enter ID and the password on the Voting Rights Exercise Form, to view the information.)
If you do not wish to attend the meeting in person, you may also exercise your voting rights in advance either in writing or via the internet. If you choose to exercise voting rights in advance,
*1 How to use the website of Tokyo Stock Exchange:
- Open the link, enter "DMG MORI" under [Issue name (company name)] or our securities code "6141" under [Code] and click [Search].
- Select [Basic information] and then [Documents for public inspection/PR information].
- Select [Click here for access] under "Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting."
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please do so no later than 5:00 p.m. on Wednesday, March 26, 2025, after examining the Reference Material for the General Meeting of Shareholders.
- Date and time
Thursday, March 27, 2025 at 1:00 p.m. (Admission of attendees begins at noon)
(Please note that the starting time has changed from the previous meeting.)
- Venue
- Agenda
Grand Hall, DMG MORI YAMATO KORIYAMAJO HALL
211-3 Kitakoriyama-cho, Yamato-Koriyama City, Nara
Matters to be reported:
- Business Report, Consolidated Financial Statements and Non- consolidated Financial Statements for the 77th Fiscal Year (from January 1, 2024, to December 31, 2024)
- Audit Reports of the Consolidated Financial Statements by the Financial Auditor and the Audit & Supervisory Board for the 77th Fiscal Year
Matters to be resolved:
Proposal 1: Appropriation of surplus
Proposal 2: Amendment to the Articles of Incorporation
Proposal 3: Election of twelve (12) Directors
Proposal 4: Election of one (1) Audit & Supervisory Board Member
- About the matters to be provided in electronic form
In accordance with laws and regulations and Article 15 in the Articles of Incorporation of the Company, out of the matters to be included in the documents that contain the matters to be provided in electronic form, the following matters are not included if you requested the delivery of this notice and its reference materials, etc. in paper:
- "Issues to be Addressed", "Changes in Status of Assets and Income", "Principal Business", "Principal Offices", "Principal Lenders", "Matters Concerning Stock Acquisition Rights", "Status of Financial Auditor", and "Company Organization and Policies" in the Business Report
- "Consolidated Statements of Changes in Equity" and "Notes on Consolidated Financial Statements" in the Consolidated Financial Statements
- Non-consolidatedFinancial Statements
- Audit Reports on the Non-consolidated Financial Statements by the Financial Auditor and the Audit & Supervisory Board
Please note that the documents that contain the matters to be provided in electronic form constitute a part of the Business Report, Consolidated Financial Statements, and Non-consolidated Financial Statements audited by the Audit & Supervisory Board Members for their audit report, and a part of the Consolidated Financial Statements and Non-consolidated Financial Statements audited by the Financial Auditor for their audit report.
In the event of any modification to matters to be provided in electronic form, the Company will release a notice and provide both the original and modified version on its website and on the Tokyo Stock Exchange website as well as on Soukai Portal®.
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Reference Material for the General Meeting of Shareholders
Proposal 1: Appropriation of surplus
Details pertaining to the appropriation of surplus are as follows:
Matters relating to year-end dividends
In consideration of the continuation of stable dividends, the operating results of the fiscal year, and the future business environment, the Company proposes to pay a year-end dividend for the current fiscal year as follows:
Type of dividend | Cash | ||
Allocation and total amount of thedividend assets
¥50 per common share of the Company Total amount of dividends: ¥7,078,726,300
Since the interim dividend in the amount of ¥50 has been distributed, the annual dividend for the current fiscal year would be ¥100 per share (total amount of dividends: ¥14,157,471,100).
Effective date of dividends of | March 28, 2025 | ||
surplus | |||
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Proposal 2: Amendment to the Articles of Incorporation
-
Reasons for the Proposal
The Company established a 2-headquarter organization between Nara City and Tokyo in July 2022 in order to strengthen its business continuity in the event of an emergency. It proposes to amend the location of the head office stipulated in Article 3 of the current Articles of Incorporation such that it will be in line with actual head office operations. - Details of the amendments
The details of the amendments are as follows.
(Underlined text shows amended portion.) | |
Current Articles of Incorporation | Proposed Amendments |
Location of Head Office | Location of Head Office |
Article 3 | Article 3 |
The Company shall have its head office located in | The Company shall have its head office located in |
Yamato Koriyama City. | Nara City. |
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Proposal 3: Election of twelve (12) Directors
The terms of office of all twelve (12) Directors will expire at the conclusion of this General Meeting of Shareholders. This proposal requests the election of twelve (12) Directors, including five (5) External Directors.
The candidates for Directors are as follows:
Attendance at | |||||||||||||
No. | Name | Position in the Company | Board of Directors | ||||||||||
meetings | |||||||||||||
1 | Masahiko Mori | President | 9/9 | ||||||||||
Reelection | |||||||||||||
2 | Hiroaki Tamai | Executive Vice President | 9/9 | ||||||||||
Reelection | |||||||||||||
3 | Hirotake Kobayashi | Executive Vice President | 9/9 | ||||||||||
Reelection | |||||||||||||
4 | Makoto Fujishima | Vice President | 9/9 | ||||||||||
Reelection | |||||||||||||
5 | James Nudo | Vice President | 9/9 | ||||||||||
Reelection | |||||||||||||
6 | Alfred Geißler | Director | 6/6 | ||||||||||
Reelection | |||||||||||||
7 | Irene Bader | Director | 9/9 | ||||||||||
Reelection | |||||||||||||
8 | Takashi Mitachi | External Director | 9/9 | Reelection | |||||||||
External | |||||||||||||
Independent | |||||||||||||
Reelection | |||||||||||||
9 | Makoto Nakajima | External Director | 9/9 | ||||||||||
External | |||||||||||||
Independent | |||||||||||||
10 | Hiroko Watanabe | External Director | 9/9 | Reelection | |||||||||
External | |||||||||||||
Independent | |||||||||||||
Reelection | |||||||||||||
11 | Mamoru Mitsuishi | External Director | 9/9 | ||||||||||
External | |||||||||||||
Independent | |||||||||||||
12 | Eriko Kawai | External Director | 9/9 | Reelection | |||||||||
External | |||||||||||||
Independent | |||||||||||||
(Note) Director Alfred Geißler was newly elected as Director at the 76th Annual General Meeting of Shareholders held on March 28, 2024 and assumed his office.
Reelection
External
Independent
Candidate for Director to be reelected
Candidate for External Director
Independent officer as defined by the stock exchange
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Skill matrix of Directors
Corporate | Engineer- | Legal / | Finance / | ||||
Name | manage- | Global | Marketing | ||||
ing | Compliance | Accounting | |||||
ment | |||||||
Internal
External
Masahiko Mori
Hiroaki Tamai
Hirotake Kobayashi
Makoto Fujishima
James Nudo
Alfred Geißler
Irene Bader
Takashi Mitachi
Makoto Nakajima
Hiroko Watanabe
Mamoru Mitsuishi
Eriko Kawai
● | ● | ● | ● | ● |
● | ● | ● | ● | |
● | ● | ● | ||
● | ● | |||
● | ● | |||
● | ● | ● | ||
● | ● | |||
● | ● | ● | ||
● | ● | |||
● | ● | ● | ||
● | ● | |||
● | ● | ● |
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No. 1 | Masahiko Mori |
Reelection
Date of birth
September 16, 1961
Number of the Company's shares held 3,591,485 shares
Attendance at Board of Directors meetings 9/9
Brief personal history, position, area of responsibility, and significant concurrent positions
Mar. 1985 | Graduated from the Department of Precision Engineering, |
Faculty of Engineering, Kyoto University | |
Apr. 1985 | Joined ITOCHU Corporation |
Apr. 1993 | Joined the Company |
Jun. 1994 | Director, General Manager, Planning / Management Office |
and International Affairs Department | |
Jun. 1996 | Senior Director |
Jun. 1997 | Executive Director |
Jun. 1999 | President (incumbent) |
Oct. 2003 | Dr. Eng. of the University of Tokyo |
Nov. 2009 | Member of Supervisory Board, DMG MORI |
AKTIENGESELLSCHAFT | |
May 2018 | Chairman of Supervisory Board, DMG MORI |
AKTIENGESELLSCHAFT (incumbent) |
No. 2 | Hiroaki Tamai |
Reelection
Brief personal history, position, area of responsibility, and significant concurrent positions
Mar. 1983 | Graduated from the Faculty of Commerce, Doshisha | |
University | ||
Mar. 1983 | Joined the Company | |
Jun. 2003 | Director, Executive General Manager, Administrative HQ | |
Jun. 2007 | Senior Director, Executive General Manager, Administrative | |
HQ | ||
Jun. 2008 | Executive Director, Executive General Manager, | |
Administrative HQ | ||
Date of birth | Jun. 2014 | Executive Vice President, Director in charge of Sales and |
March 20, 1960 | Engineering / Administration, Executive General Manager, | |
Number of the | Sales and Engineering HQ / Administrative HQ | |
Mar. 2016 | Executive Vice President, Director in charge of | |
Company's shares held | ||
Administration, Executive General Manager, Administrative | ||
111,800 shares | ||
HQ | ||
Attendance at Board of | Feb. 2020 | Executive Vice President, Director in charge of |
Directors meetings | Administration / Production, Executive General Manager, | |
9/9 | Administrative HQ (incumbent) |
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No. 3 | Hirotake Kobayashi |
Reelection
Brief personal history, position, area of responsibility, and significant concurrent positions
Mar. 1977 | Graduated from the Faculty of Economics, Keio University | |
Apr. 1977 | Joined Kirin Brewery Company, Limited (currently Kirin | |
Holdings Company, Limited) | ||
Mar. 2012 | Representative Director, Managing Director, Kirin Holdings | |
Company, Limited | ||
Oct. 2015 | Joined the Company | |
Senior Executive Officer, Vice Executive General Manager, | ||
Accounting / Finance HQ | ||
Date of birth | Mar. 2016 | Executive Director in charge of Accounting / Finance, |
December 25, 1954 | Executive General Manager, Accounting / Finance HQ | |
Number of the | Mar. 2017 | Executive Vice President, Director in charge of Accounting / |
Finance, Executive General Manager, Accounting / Finance | ||
Company's shares held | ||
HQ | ||
49,500 shares | ||
Jan. 2021 | Executive Vice President, Director in charge of Accounting / | |
Attendance at Board of | Finance and Sales, Executive General Manager, Accounting | |
Directors meetings | / Finance HQ (incumbent) | |
9/9 | Jan. 2024 | Executive Board Member, DMG MORI |
AKTIENGESELLSCHAFT (incumbent) |
No. 4 Makoto Fujishima
Reelection
Date of birth
March 18, 1958
Number of the Company's shares held
47,300 shares
Attendance at Board of Directors meetings
9/9
Brief personal history, position, area of responsibility, and significant concurrent positions
Mar. 1981 | Graduated from the Department of Electronic Engineering, |
Faculty of Engineering, Doshisha University | |
Mar. 1981 | Joined the Company |
Mar. 2001 | General Manager, Control Technology Department |
Sep. 2002 | Dr. Eng. of Kyoto University |
Jun. 2003 | Director, General Manager, Control Technology Laboratory of |
the Company | |
Jun. 2005 | Senior Director, Executive General Manager, Development / |
Manufacturing HQ (in charge of Development), General | |
Manager, Information System Department | |
Apr. 2014 | Senior Executive Officer, Manufacturing / Development / |
Quality HQ (in charge of Electrical Circuit / Control) | |
Jan. 2019 | Senior Executive Officer, President, R&D HQ |
Mar. 2019 | Executive Director in charge of Research & Development, |
President, R&D HQ | |
Apr. 2021 | Executive Director, Executive General Manager, Quality HQ |
Aug. 2021 | Vice President, Director in charge of Quality, Executive |
General Manager, Quality HQ (incumbent) |
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No. 5 James Nudo
Reelection
Date of birth
May 30, 1954
Brief personal history, position, area of responsibility, and significant concurrent positions
Jun. 1981 | Juris Doctor of Loyola University Law School |
Nov. 1981 | Registered as Attorney at law in the State of Illinois, U.S.A. |
and the United States Federal Courts | |
Jun. 1982 | Established Law Offices of James V. Nudo |
Aug. 1992 | Joined Yamazen, Inc. |
Apr. 2003 | Joined the Company |
Jul. 2014 | Operating Officer, General Manager, International Legal |
Department | |
Jan. 2017 | Executive Officer, General Manager, International Legal / |
International Human Resources Department |
Number of the | Jan. 2019 | Senior Executive Officer, President and Director, DMG MORI |
Company's shares held | USA, Inc. | |
3,300 shares | Mar. 2019 | Executive Director in charge of the Americas, President and |
Attendance at Board of | Director, DMG MORI USA, Inc. | |
Aug. 2021 | Vice President, Director in charge of the Americas, CEO, | |
Directors meetings | ||
DMG MORI AMERICAS HOLDING CORPORATION | ||
9/9 | ||
Sep. 2022 | Vice President, Director in charge of the Americas, | |
President, DMG MORI AMERICAS HOLDING
CORPORATION, Managing Director, DMG MORI EMEA
GmbH (incumbent)
No. 6 | Alfred Geißler |
Reelection
Brief personal history, position, area of responsibility, and significant concurrent positions
Feb. 1983 | Graduated from Technische Hochschule Augsburg | |
Jul. 1983 | Joined IROBUS Robot Systems (currently DMG MORI | |
Pfronten GmbH) | ||
Jan. 1997 | Head of Production, DECKEL MAHO Pfronten GmbH | |
(currently DMG MORI Pfronten GmbH) | ||
Jul. 2000 | Head of R&D, DMG MORI Pfronten GmbH | |
Jul. 2005 | Managing Director in charge of R&D / Production / Quality | |
and Finance, DMG MORI Pfronten GmbH | ||
Date of birth | Sep. 2016 | Managing Director in charge of R&D / Production / Quality |
April 17, 1958 | and Finance, DMG MORI Pfronten GmbH, | |
Number of the | Managing Director in charge of R&D and Quality, DECKEL | |
MAHO Seebach GmbH (currently DMG MORI Seebach | ||
Company's shares held | GmbH) | |
50,000 shares | May 2023 | Chairman of the Executive Board, DMG MORI |
Attendance at Board of | AKTIENGESELLSCHAFT (incumbent) | |
Jul. 2023 | Senior Executive Officer, Director in charge of DMG MORI | |
Directors meetings | ||
6/6 | AKTIENGESELLSCHAFT of the Company | |
Mar. 2024 | Director in charge of DMG MORI AKTIENGESELLSCHAFT | |
(incumbent) |
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No. 7 | Irene Bader |
Reelection
Brief personal history, position, area of responsibility, and significant concurrent positions
Jun. 1999 | Graduated from Akademie für Sprachen und Wirtschaft |
Mar. 2001 | Joined DMG Büll & Strunz GmbH (currently DMG MORI |
Austria GmbH) | |
Jan. 2002 | Technical Press and Marketing Manager, GILDEMEISTER |
AKTIENGESELLSCHAFT (currently DMG MORI | |
AKTIENGESELLSCHAFT) | |
Apr. 2005 | Marketing Manager, MORI SEIKI GmbH (currently DMG |
MORI Global Marketing GmbH) |
Date of birth | Mar. 2012 |
January 1, 1979 | May 2016 |
Number of the | Jan. 2017 |
Company's shares held | |
2,500 shares | Jan. 2019 |
Attendance at Board of | Jan. 2023 |
Directors meetings | |
9/9 | |
Mar. 2023 |
No. 8 | Takashi Mitachi |
MBA from The Open University Business School
Member of Supervisory Board, DMG MORI AKTIENGESELLSCHAFT (incumbent)
Operating Officer in charge of Global Corporate Communication of the Company
Executive Officer in charge of Global Corporate Communication
Senior Executive Officer in charge of Global Corporate Communication
Director in charge of Global Corporate Communication (incumbent)
Reelection | External | Independent |
Date of birth
January 21, 1957
Number of the Company's shares held
4,600 shares
Attendance at Board of Directors meetings
9/9
Brief personal history, position, area of responsibility, and significant concurrent positions
Mar. 1979 | Graduated from the Faculty of Letters, Kyoto University |
Apr. 1979 | Joined Japan Airlines Co., Ltd. |
Jun. 1992 | Received MBA from Harvard Business School |
Oct. 1993 | Joined The Boston Consulting Group |
Jan. 2005 | Japan Co-chair, The Boston Consulting Group |
Mar. 2016 | Outside Director, Rakuten, Inc. (currently Rakuten Group, |
Inc.) (incumbent) | |
Mar. 2017 | External Director of the Company (incumbent) |
Outside Director, Unicharm Corporation | |
Jun. 2017 | Director (Outside Director), Tokio Marine Holdings, Inc. |
(incumbent) | |
Oct. 2017 | Senior Advisor, The Boston Consulting Group |
Jun. 2022 | Outside Director, Sumitomo Corporation (incumbent) |
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