Seiko Epson Corp. TSE:6724

Seiko Epson : Notice of the 83rd Ordinary General Meeting of Shareholders

Published

Source: MarketScreener

(Note) This document has been translated from the Japanese original for reference purposes only. If there is any discrepancy between the Japanese original and the translated document, the original Japanese document shall prevail.

(Translation) Notice of the 83rd Ordinary General Meeting of Shareholders

May 30, 2025

(Start date of measures for the electronic provision: May 24, 2025) Dear Shareholders with Voting Rights,

We are pleased to send you this convocation notice for the 83rd Ordinary General Meeting of

Shareholders. We have sent shareholders residing in Japan the convocation notice and attached documents in Japanese, which were compiled in accordance with the Japanese Companies Act. Under this Act, there is no obligation to provide materials in languages other than Japanese. However, we have enclosed an English translation for the reference of non-Japanese shareholders. It is not intended to influence shareholders in exercising their voting rights. Unfortunately, we are only able to provide official documents in Japanese. We ask for your understanding in this matter and thank you for your continued support of the Seiko Epson Corporation (hereinafter the "Company").

In convening this General Meeting of Shareholders, the Company has taken the measures for the electronic provision of information contained in the reference materials for general meetings of shareholders, etc. (matters subject to electronic provision), and has posted the matters subject to electronic provision as the "Notice of the 83rd Ordinary General Meeting of Shareholders" on the following website.

If you are unable to attend the meeting in person, you may exercise your voting rights by mail or via the Internet, etc. Please exercise your voting rights no later than 5:00 p.m., Wednesday, June 25, 2025 (Japan time). Prior to voting, you may wish to review the "Reference Materials for the Ordinary General Meeting of Shareholders" document, provided herein.


  • The Company's website:

    https://corporate.epson/en/investors/information/meeting.html



  • Tokyo Stock Exchange, Listed Company Search:

    https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

    Please visit the website and search for the stock name "Seiko Epson" or the securities code "6724," select "Basic information" then choose "Documents for public inspection/PR information."


  • Website for the materials for the General Meeting of Shareholders:

https://s.srdb.jp/6724/ (available in Japanese only)

Voting by Mail

To vote by mail, please indicate on the enclosed voting form whether you approve or disapprove of each of the proposals and return the completed form to us. The completed form must be received no later than 5:00 p.m., Wednesday, June 25, 2025 (Japan time).

Voting via the Internet

To vote via the Internet, please log into the shareholders' voting website at https://evote.tr.mufg.jp/to register your approval or disapproval (Japanese only). Voting via the Internet must be completed no later than 5:00 p.m., Wednesday, June 25, 2025 (Japan time).

Sincerely yours, Junkichi Yoshida

President and Representative Director

Seiko Epson Corporation

4-1-6 Shinjuku, Shinjuku-ku, Tokyo

Description
  1. Date and Time 10:00 a.m., Thursday, June 26, 2025 (Japan time) (Reception starts at 9:30 a.m.)
  2. Place "Ruby Hall," 2ndFloor, the Main Building, Hotel Beniya, 2-7-21 Kogan-dori, Suwa-shi, Nagano

  3. Meeting Agenda

    Reporting:

    1. Report on the business reports, the consolidated financial statements and the reports of the Financial Auditors and of the Audit & Supervisory Committee regarding the consolidated financial statements for the fiscal year ended March 31, 2025 (from April 1, 2024 to March 31, 2025).

    2. Report on the non-consolidated financial statements for the fiscal year ended March 31, 2025 (from April 1, 2024 to March 31, 2025).

      Proposals:

      1. Appropriation of Surplus

      2. Election of Seven Directors Who Are Not Audit & Supervisory Committee Members

      3. Bonus to Directors Who Are Not Audit & Supervisory Committee Members

        • For those shareholders who have not requested the delivery of paper copies, the reference materials for the Ordinary General Meeting of Shareholders as well as reference information (special features, company overview, shareholder memo, etc.) are also sent together.

        • In accordance with the provisions of laws and regulations and the Company's Articles of Incorporation, the following items are not included in the paper copies sent to shareholders who have requested the delivery of such copies. The Audit & Supervisory Committee and the Financial Auditors have audited the documents, including these matters.

          1. Internal Control Systems (A system for ensuring that business is conducted suitably by the corporate group) and Basic Policy regarding Company Control in the Business Report.

          2. Consolidated Statement of Changes in Equity and Notes to the Consolidated Financial Statements in the Consolidated Financial Statements

          3. Statement of Changes in Net Assets and Notes to the Non-consolidated Financial Statements in the Non-consolidated Financial Statements

        • In the event of any revision to the matters subject to electronic provision, the Company will announce the matters before and after the revision on respective websites.

  4. Convocation rules
    1. If you exercise your voting rights both by mail and via the Internet, we will treat the vote via the Internet as valid.

    2. If you exercise your voting rights via the Internet on multiple occasions, we will treat the last vote as valid.

  5. Notes
  1. If attending the meeting in person, please remember to bring the ballot enclosed within these materials and to hand it to a receptionist.

  2. If you exercise your voting rights by proxy, you should appoint as proxy another shareholder with voting rights in the Company. A written letter of proxy should be brought to the meeting and handed to the receptionist.

    *The Company offers institutional investors access to ICJ Inc.'s electronic voting platform. Reference Materials for the Ordinary General Meeting of Shareholders

    Proposals and related items

    Proposal 1: Appropriation of Surplus Items Relating to the Year-End Dividend

    With respect to the year-end cash dividends on common stock shares for this fiscal year, the Company proposes to pay a dividend of 37 yen per share. Moreover, 37 yen was paid out as an interim dividend; hence, the annual dividend will be 74 yen per share.

    1. Type of Dividend Property Cash

    2. Distribution of Dividend

      37 yen per share of common stock, total amount 11,852,724,411 yen

    3. Effective Date of Distribution June 27, 2025

(Reference) The Company's Dividend Policy

The Company strives to sustain business growth through the creation of customer value and to generate stable cash flow by improving profitability and using management resources efficiently. While the top priority is on strategic investment in growth, the Company also actively returns profits in parallel with its efforts to build a robust financial structure that is capable of withstanding changes in the business environment.

In line with this policy, the Company has set a consolidated dividend payout ratio in the range of 40% as a mid-term target, the ratio based on profit after an amount equivalent to the statutory effective tax rate is deducted from business profit, a profit category that shows profit from the Company's main operations. The Company intends to be more active in giving back to shareholders by agilely repurchasing the Company's shares as warranted by share price, the capital situation, and other factors.

Note: Business profit is a profit indicator that Epson voluntarily discloses in applying International Financial Reporting Standards (IFRS), and is very similar in principle to operating income under Japanese Generally Accepted Accounting Principles (JGAAP).

Proposal 2: Election of Seven Directors Who Are Not Audit & Supervisory Committee Members

The terms of office of the seven (7) Directors who are not Audit & Supervisory Committee Members will expire at the conclusion of this Meeting. Accordingly, we propose to appoint seven

(7) Directors who are not Audit & Supervisory Committee Members.

The candidates for Directors who are not Audit & Supervisory Committee Members have been nominated after consideration by the Director Nomination Committee, which is chaired by an Outside Director and the majority of which is composed of Outside Directors in accordance with screening criteria predetermined by the Board of Directors. The candidates for Outside Directors are compliant with our "Criteria for Independence of Outside Directors."

The candidates for Directors who are not Audit & Supervisory Committee Members are as follows:

Candidate No.

Name

Current titles and responsibilities at the Company

Attendance at

meetings of the Board of Directors

1

Yasunori Ogawa

Reappointment

Chairman and Director

13 / 13 meetings

(100%)

2

Junkichi Yoshida

Reappointment

President and Representative Director

10 / 10 meetings

(100%)

3

Yasunori Yoshino

Reappointment

Director and Executive Officer General Administrative Manager, Corporate Strategy Division

Chief Operating Officer,

Manufacturing Solutions Operations Division

10 / 10 meetings

(100%)

4

Akihiro Fukaishi

New appointment

Executive Officer General Administrative

Manager, Sales & Marketing Division

Chief Operating Officer,

P Commercial & Industrial Solutions Operations Division

-

5

Tadashi Shimamoto

Reappointment Outside Director Independent Director

Outside Director

13 / 13 meetings

(100%)

6

Masaki Yamauchi

Reappointment Outside Director Independent Director

Outside Director

13 / 13 meetings

(100%)

7

Kahori Miyake

Reappointment Outside Director Independent Director

Outside Director

10 / 10 meetings

(100%)