Tachi-s Co., Ltd. TSE:7239

TACHI S : Notice of the 70th Annual General Meeting of Shareholders

Published

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.

  1. Date and time: 10:00 a.m. Friday June 24, 2022
  2. Venue:TACHI-S CO., LTD. Head Office (Auditorium on the third floor) 3-3-7Matsubara-cho,Akishima-shi, Tokyo
  3. 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.

1

  1. 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
  2. The Consolidated Statements of Changes in Net Assets and the Notes to the Consolidated Financial Statements of the Consolidated Financial Statements
  3. 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 matters

Proposal 1: Partial Amendment to Articles of Incorporation

1. Reasons for the Proposal

  1. 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.
  2. 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.
    1. 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.
    2. Proposed amendment to Article 14, Paragraph 2 restricts the scope of matters contained in documents delivered to shareholders that request delivery of documents.
    3. 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.
    4. 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.

3

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

  1. 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").
  2. 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.
  3. 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.

4

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

5

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