Tachi-s Co., Ltd. TSE:7239
TACHI S : Notice of the 70th Annual General Meeting of Shareholders
Source: MarketScreener
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: 7239
June 2, 2022
To Our Shareholders,
Yuichiro Yamamoto
Representative Director & President
TACHI-S CO., LTD.
3-3-7Matsubara-cho,Akishima-shi, Tokyo
Notice of the 70th Annual General Meeting of Shareholders
Please refer to the below for information about the upcoming the 70th Annual General Meeting of Shareholders (the "Meeting") of TACHI-S CO., LTD. (the "Company").
You may exercise your voting rights in advance in writing or by electromagnetic means (via the Internet, etc.).
Please review the attached Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 5 p.m. on Thursday, June 23, 2022.
- Date and time: 10:00 a.m. Friday June 24, 2022
- Venue:TACHI-S CO., LTD. Head Office (Auditorium on the third floor) 3-3-7Matsubara-cho,Akishima-shi, Tokyo
- Agenda:
Matters for reporting: 1. Business Report, the consolidated financial statements, and audit report of the consolidated financial statements by the Independent Auditors and Audit & Supervisory Board for the 70th term (from April 1, 2021 to March 31, 2022)
2. Report of the non-consolidated financial statements for the 70th term (from April 1, 2021 to March 31, 2022)
Matters for approval:
Proposal 1:Partial Amendment to Articles of Incorporation
Proposal 2:Election of nine Directors
Proposal 3:Election of one Audit & Supervisory Board Member
Proposal 4:Revisions to the Articles of Incorporation with regard to the disclosure of cost of equity
Proposal 5:Revisions to the Articles of Incorporation with regard to the cancellation of treasury stock
Proposal 6:Cancellation of treasury stock
Proposal 7:Revisions to the Articles of Incorporation with regard to dialogue with shareholders
Proposal 8:Revisions to the Articles of Incorporation with regard to cross-shareholdings
- If you diversely exercise your voting rights, you are requested to notify the Company in writing of your intention to do so and state the reason for this no later than three days before the Meeting.
-
The following items are not attached to this Notice of Convocation since they have been made available on the Company's website (https://www.tachi-s.co.jp/en/)in accordance with laws and regulations and the provisions of
Article 14 of the Company's Articles of Incorporation. For this reason, they are not attached to this Notice of
Convocation.
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- The System to Secure the Appropriateness of Business Operations and the Outline of the Operating Circumstances of the Said System and Basic policy concerning control of the Company of the Business Report
- The Consolidated Statements of Changes in Net Assets and the Notes to the Consolidated Financial Statements of the Consolidated Financial Statements
- The Non-consolidated Statements of Changes in Net Assets and the Notes to the Non-consolidated Financial Statements of the Non-consolidated Financial Statements
Of the documents included in the Appendix to the Notice of Convocation, the Business Report is among the documents audited by the Audit & Supervisory Board Members, and the Consolidated Financial Statements and Non-consolidated Financial Statements are among the documents audited by the Audit & Supervisory Board Members and the Independent Auditors
- We will post any revisions we make to the attached Reference Documents for the General Meeting of Shareholders, the Business Report, or non-consolidated financial statements and consolidated financial statements on our website (https://www.tachi-s.co.jp/en/).
- If you are attending the meeting on the scheduled day, please submit the enclosed voting form at the reception.
- The company shall post the contents of resolutions of this general meeting on the Company's website (https://www.tachi-s.co.jp/en/)instead of sending written notice of resolutions. We appreciate your understanding in this matter.
- If you wish to exercise your voting rights via the Internet, please enter your vote for or against each of the proposals on the following voting rights exercise website (https://www.web54.net).
- If voting rights are exercised more than once via the Internet, the most recent votes submitted via the Internet will be regarded as the effective votes.
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Reference Documents for the General Meeting of Shareholders
Proposals and reference mattersProposal 1: Partial Amendment to Articles of Incorporation
1. Reasons for the Proposal
-
The Company will incorporate its headquarters in Akishima-shi, Tokyo, into the Technical Monozukuri Center in Ome-shi, Tokyo, in order to improve communication and management efficiency, and promote integration of all activities to achieve mid-term management plan targets. Due to the above incorporation, the location of the headquarters will move from Akishima-shi to Ome-shi, and the headquarters location stipulated by the current Article 3 of the Articles of Incorporation will be changed. This amendment will come into effect on the date on which the change of headquarters takes effect as determined by a
Company's Board of Directors meeting to be held before March 31, 2023. Stipulations to that effect will be included in the supplementary provisions. - The amendment stipulations in the proviso of the supplementary provisions, Article 1, of the Act Partially Amending the Companies Act (Act No. 70 of 2019) will be enforced from September 1, 2022, so the following amendments will be made to the Articles of Incorporation in order to prepare for the introduction of a system to electronically provide materials for the Annual General Meeting of Shareholders.
- Proposed amendment to Article 14, Paragraph 1 stipulates that information contained in reference materials for the Annual General Meeting of Shareholders, etc., will be provided by electronic means.
- Proposed amendment to Article 14, Paragraph 2 restricts the scope of matters contained in documents delivered to shareholders that request delivery of documents.
- The provision deeming reference materials for the Annual General Meeting of Shareholders, etc., that have been disclosed over the Internet to have been provided (current Article 14 of the Articles of Incorporation) will become unnecessary, so it will be deleted.
- Supplementary provisions concerning the effective date, etc., will be added in conjunction with the above establishment and deletion.
2. Content of changes
The details of the amendments are as follows:
(The underline indicates the part to be changed.) | |
Current Articles of Incorporation | Proposed Articles |
Article 3 Location of Headquarters | Article 3 Location of Headquarters |
1. The headquarters of the Company shall be located | 1.The headquarters of the Company shall be located |
in Akishima-shi,Tokyo. | in Ome-shi,Tokyo. |
Article 14 Deemed provision of reference | |
documents, etc., for Annual General Meetings of | |
Shareholders through Internet disclosure | |
1. When convening an Annual General Meeting of | |
Shareholders, the Company may deem that | |
information required to be described or disclosed in | |
Annual General Meeting of Shareholders reference | |
materials, business reports, financial statements, and | |
consolidated financial statements have been provided | |
to shareholders when such information is disclosed | |
by a method that uses the internet pursuant to | |
Ministry of Justice Ordinance. | |
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Current Articles of Incorporation | Proposed Articles |
Article 14 Electronic provision measures, etc. | |
1. Information contained in reference materials for | |
Annual General Meetings of Shareholders, etc., will | |
be provided by electronic means. | |
2. The Company may omit all or some matters | |
relating to electronic provision measures from | |
documents delivered to shareholders that request | |
delivery of documents prior to the record date for | |
exercise of voting rights as stipulated by Ministry of | |
Justice Ordinance. | |
Supplementary provisions | |
Article 1 | |
1. The amendment to Article 3 (Location of | |
Headquarters) will come into effect on the date on | |
which the change of headquarters takes effect as | |
determined by a Company's Board of Directors | |
meeting to be held before March 31, 2023. This | |
Article will be deleted on the date on which the | |
amendment to Article 3 of the Articles of | |
Incorporation takes effect. |
Article 2
- Deletion of the current Article 14 (Deemed provision of reference documents, etc., for Annual General Meetings of Shareholders through Internet disclosure) of the Articles of Incorporation and establishment of the proposed new Article 14 (Electronic provision measures, etc.) shall take effect on the date of enforcement of the amendment stipulations in the proviso of the supplementary provisions, Article 1, of the Act Partially Amending the Companies Act (Act No. 70 of 2019) (hereinafter the "Enforcement Date").
- Irrespective of the provisions of the previous paragraph, the current Article 14 of the Articles of Incorporation shall be effective for Annual General Meetings of Shareholders held within six months of the Enforcement Date.
- This Article will be deleted on the day after six months have passed from the Enforcement Date, or the day after three months have passed from the Annual General Meeting of Shareholders referred to in the previous paragraph, whichever is later.
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Proposal 2: Election of nine Directors
The terms of office of all nine Directors will expire at the conclusion of the Meeting. Accordingly, we propose to elect the following nine Director candidates.
The candidates for Director are as follows:
Candidate | Current position and | Attendance at | |||||||||||||
Name | Board of Directors | ||||||||||||||
No. | responsibility at the Company | ||||||||||||||
meetings | |||||||||||||||
Representative Director & | 14/14 | ||||||||||||||
1 | RE-nomination | Taro Nakayama | |||||||||||||
Chairman | (100%) | ||||||||||||||
Representative Director & | |||||||||||||||
President | |||||||||||||||
Chief Executive Officer | |||||||||||||||
Chief Operating Officer | 14/14 | ||||||||||||||
2 | RE-nomination | Yuichiro Yamamoto | |||||||||||||
In charge of Global | (100%) | ||||||||||||||
Headquarters | |||||||||||||||
Division Manager of Quality | |||||||||||||||
Management Division | |||||||||||||||
Senior Corporate Advisor of the | 14/14 | ||||||||||||||
3 | RE-nomination | Kiyoshi Saito | |||||||||||||
Board of Directors | (100%) | ||||||||||||||
Member of the Board of | |||||||||||||||
Directors & Executive | |||||||||||||||
Managing Officer | 14/14 | ||||||||||||||
4 | RE-nomination | Atsushi Komatsu | Division Manager of | ||||||||||||
(100%) | |||||||||||||||
Corporate Management | |||||||||||||||
Division | |||||||||||||||
In charge of Compliance | |||||||||||||||
Executive Managing Officer | -/- | ||||||||||||||
5 | New Nominee | Takao Ito | Division Manager of | ||||||||||||
(-%) | |||||||||||||||
Monozukuri Division | |||||||||||||||
Executive Managing Officer | -/- | ||||||||||||||
6 | New Nominee | Shigeo Komatsu | Division Manager of Business | ||||||||||||
(-%) | |||||||||||||||
Division | |||||||||||||||
RE-nomination | 14/14 | ||||||||||||||
7 | Outside | Toshio Kinoshita | Outside Director | ||||||||||||
(100%) | |||||||||||||||
Independent Director | |||||||||||||||
8 | RE-nomination | Hidetaka Mihara | Outside Director | 14/14 | |||||||||||
Outside | (100%) | ||||||||||||||
RE-nomination | 14/14 | ||||||||||||||
9 | Outside | Yoshiaki Nagao | Outside Director | ||||||||||||
(100%) | |||||||||||||||
Independent Director | |||||||||||||||
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