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. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translations.
(Securities Code 6789) March 11, 2024 (The starting date of the electronic provision measure March 5, 2024)
To Shareholders with Voting Rights:
Kohei Tanabe
President, Representative Director
Roland DG Corporation
1-1-2, Shinmiyakoda,
Hamana-ku, Hamamatsu, Shizuoka,
Japan
NOTICE OF
THE 43rd ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 43rd Ordinary General Meeting (the "Meeting") of Shareholders of Roland DG Corporation (the "Company"). The Meeting will be held for the purposes as described below.
Upon convening the Meeting, the electronic provision measure is taken and information on matters to the electronic provision measure is posted as "NOTICE OF THE 43rd ORDINARY GENERAL MEETING OF SHAREHOLDERS" on the website at the following URL:
https://ir.rolanddg.com/en/ir/stock/meeting.html
Tokyo Stock Exchange website(Listed Company Search) https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Access the above website, enter or search for the Company's name or securities code, then select "Basic information" and"Documents for public inspection/PR information" in that order for reference.
Also, you may exercise your voting rights in writing or via the Internet prior to the Meeting in lieu of attending the Meeting. Please review the Reference Documents for the General Meeting of Shareholders included in the information on the electronic provision measure and exercise your voting rights no later than 5:20p.m. on Thursday, March 28, 2024 Japan time.
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- Date and Time:
- Place:
- Meeting Agenda: Matters to be reported:
Friday, March 29, 2024 at 2:00 p.m. Japan time (Reception starts at 1:00 p.m.)
Conference room 52, 53 at ACT CITY HAMAMATSU Congress Center 5F 111-1 Itayamachi, Chuo-ku, Hamamatsu, Shizuoka, Japan
The time and venue of the meeting have changed from last year. Please make sure to come to the right place.
- The Business Report, Consolidated Financial Statements and audit report on Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board for the Company's 43rd Fiscal Year (from January 1, 2023 to December 31, 2023)
- Non-ConsolidatedFinancial Statements for the Company's 43rd Fiscal Year (from January 1, 2023 to December 31, 2023)
Proposals to be resolved:
Proposal No. 1: Election of Six Directors
Proposal No. 2: Election of Two Audit & Supervisory Board Member
Note:
To shareholders who have not requested a paper copy, the reference documents for the General Meeting of Shareholders are sent as well.
In the paper copy to be sent to shareholders who have requested it, pursuant to applicable laws and regulations and Article 15 of the Company's Articles of Incorporation, the following matters are not set forth, so such paper copy is only a part of the documents that have been audited by the Audit & Supervisory Board Members and the Accounting Auditor in the course of preparing the audit report.
- The Consolidated Statements of Changes in Net Assets and the Explanatory Notes on Consolidated Financial Statements
・The Statements of Changes in Net Assets and the Explanatory Notes on Non-Consolidated Financial Statements
Any updates on matters to the electronic provision measure will be posted on the website as set forth herein.
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Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Election of Six Directors
Election of seven Directors was approved at the 42nd Ordinary General Meeting of Shareholders held on March 24, 2023. The terms of office of all seven Directors will expire at the conclusion of this year's Ordinary General Meeting of Shareholders.
Accordingly, in order to expedite the Company's decision making, the Company proposes to reduce the number of its directors by one and elect six directors.
The candidates for Directors are as follows:
No | Name | Current position of the Company | ||
1 | Reelection | Kohei Tanabe | President, Representative Director | |
2 | Reelection | Andrew Oransky | Director Managing Executive Officer | |
3 | Reelection | Osamu Hosokubo | Outside | Outside Director |
Independent | ||||
4 | Reelection | Naoko Okada | Outside | Outside Director |
Independent | ||||
5 | Reelection | Brian K. Heywood | Outside | Outside Director |
6 | Reelection | Yasuhiro Kasahara | Outside | Outside Director |
Independent | ||||
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Number of | ||||
Name | Career summary, significant concurrent positions, | shares of | ||
No. | the | |||
(Date of birth) | and current position and responsibilities at the Company | |||
Company | ||||
held | ||||
April 2000 | Joined Roland DG Corporation | |||
November 2012 | General Manager of Medical Business Unit | |||
January 2014 | Division Vice President of Market | |||
Development HQ | ||||
April 2015 | Executive Officer | |||
Division Vice President of Easy Shape | ||||
Business Development HQ | ||||
April 2017 | President , Representative Director of | |||
DGSHAPE Corporation | ||||
General Manager of DGSHAPE Market | ||||
Development Dept. of DGSHAPE | ||||
Corporation | ||||
March 2018 | Director of the Company | |||
Kohei Tanabe | In charge of 3D Business | |||
September 2018 | In charge of DP Business | |||
(August 23, 1977) | Division President of DP Business Division | |||
(46 years old) | March 2020 | President, Representative Director | ||
(Reelection) | In charge of COTO Business | |||
1 | In charge of DGSHAPE Business | 2,642 | ||
March 2022 | President, Representative Director (current | |||
Attendance at the | shares | |||
position) | ||||
Board of | [Significant concurrent positions] | |||
Directors | Not applicable | |||
Meetings | [Special interests with the Company] | |||
100% (19/19) | Not applicable | |||
Reasons for the nomination of the candidate for director: | ||||
Kohei Tanabe has been engaged in overseas sales and | ||||
business development at the Company and has a wealth of | ||||
experience and achievements. As president of DGSHAPE | ||||
Corporation, a subsidiary of the Company, he has mainly | ||||
contributed to the foundation and growth of the dental | ||||
business, is in charge of the DP (Digital Printing) Business | ||||
Division and has management experience as a director since | ||||
2018 and as president of the Company since 2020. | ||||
Therefore, we have determined that he is qualified for the | ||||
position of striving to plan and implement management | ||||
strategies and supervising business operations of the | ||||
Company and ask for your approval of our proposal to elect | ||||
him as a Director. |
4
Number of | ||||
Name | Career summary, significant concurrent positions, | shares of | ||
No. | the | |||
(Date of birth) | and current position and responsibilities at the Company | |||
Company | ||||
held | ||||
March 1998 | Joined Arkwright Inc. (Currently Sihl USA) | |||
January 2000 Joined ENCAD, Inc. | ||||
January 2008 Joined Roland DGA Corporation | ||||
August 2016 | President of Roland DGA Corporation | |||
January 2019 CEO of Roland DGA Corporation (current | ||||
position) | ||||
Andrew Oransky | March 2022 | Director Managing Executive Officer (current | ||
position) of the Company | ||||
(February 17, | In charge of Sales and Marketing (current | |||
1975) | position) | |||
(49 years old) | [Significant concurrent positions] | |||
(Reelection) | Director and CEO of Roland DGA Corporation | 0 | ||
2 | [Special interests with the Company] | |||
shares | ||||
Attendance at the | Not applicable | |||
Reasons for the nomination of the candidate for director: | ||||
Board of | ||||
Directors | Andrew Oransky worked in the sales department for many | |||
years and also served as the president and CEO of the | ||||
Meetings | ||||
Company's U.S. sales subsidiary, and has wide experience | ||||
100% (19/19) | ||||
and achievements in sales and management. | ||||
Since he is versed with the Company's target markets, | ||||
customers, competitors, and sales subsidiaries in each | ||||
region, we have determined that he is qualified for promoting | ||||
the implementation of the Company's future management | ||||
strategy and supervising the business operation. Accordingly, | ||||
we are requesting your approval of our proposal to elect him | ||||
as a Director. |
5
Name | Career summary, significant concurrent positions, | Number of | ||
No. | shares of the | |||
(Date of birth) | and current position and responsibilities at the Company | Company | ||
held | ||||
June 2007 | Executive Director of Japan Asia Investment | |||
June 2012 | Co., Ltd. | |||
President & CEO of Japan Asia Investment | ||||
July 2017 | Co., Ltd. | |||
Founder & CEO of Great Asia Capital & | ||||
October 2017 | Consulting LLC (current position) | |||
Outside Director of Shikigaku Co., Ltd. | ||||
(current position) | ||||
November 2017 | Outside Director of Saisan Co., Ltd. (current | |||
position) | ||||
February 2018 Director of Kips Co., Ltd. | ||||
December 2018 | Outside Auditor of Malignant Tumor | |||
Treatment Technologies, Inc. (current | ||||
June 2019 | position) | |||
Osamu | Outside Director, Audit Committee of Wacom | |||
March 2020 | Co., Ltd. (current position) | |||
Hosokubo | Outside Director of the Company (current | |||
(February 3, | position) | |||
1961) | September 2020 Outside Director of ANSeeN Inc. (current | |||
(63 years old) | January 2021 | position) | ||
(Reelection) | Director of Risk Communication Institute of | |||
3 | Japan (current position) | 1,001 | ||
(Outside) | [Significant concurrent positions] | shares | ||
(Independent) | ||||
Founder & CEO of Great Asia Capital & Consulting LLC | ||||
Attendance at the | Outside Director of Shikigaku Co., Ltd. | |||
Outside Director of Saisan Co., Ltd. | ||||
Board of | Outside Auditor of Malignant Tumor Treatment Technologies, | |||
Directors | ||||
Inc. | ||||
Meetings | ||||
Outside Director, Audit Committee of Wacom Co., Ltd. | ||||
100% (19/19) | ||||
Outside Director of ANSeeN Inc. | ||||
Director of Risk Communication Institute of Japan | ||||
[Special interests with the Company] | ||||
Not applicable |
Reasons for the nomination of the candidate for outside
Director and summary of his expected role:
Osamu Hosokubo has been engaged in investing in companies, acquiring companies, and setting up companies as an expert in corporate management and investment for many years, and has a wealth of experience and considerable knowledge. We would like him to use his knowledge for corporate management in general, and we have determined that he is appropriate for independently monitoring and advising on the management of the Company to enhance the transparency and supervisory functions of the Board of Directors.
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Name | Career summary, significant concurrent positions, | Number of | ||
No. | shares of the | |||
(Date of birth) | and current position and responsibilities at the Company | Company | ||
held | ||||
April 2007 | General Manager of Management Division, | |||
January 2009 | EC Navi Company(Currently Voyage Group) | |||
General Manager of Public Relations Office, | ||||
July 2009 | EC Navi Company | |||
Founder and CEO of Network | ||||
March 2014 | Communications Corp. (current position) | |||
Producer, Executive Division, Every LLC | ||||
March 2020 | Outside Director of the Company (current | |||
July 2020 | position) | |||
Deputy Representative Director of | ||||
October 2021 | Risk Communication Institute of Japan | |||
Naoko Okada | Outside Director of Retrieva, Inc. (current | |||
position) | ||||
(June 7, 1978) | June 2022 | Outside Director of NITTOC | ||
(45 years old) | December 2023 | CONSTRUCTION CO.,LTD. (current position) | ||
(Reelection) | Outside Director, Audit Committee of People, | |||
Dreams & Technologies Group Co.,Ltd. | ||||
(Outside) | ||||
(current position) | 1,001 | |||
4 (Independent) | ||||
[Significant concurrent positions] | shares | |||
Attendance at the | CEO of Network Communications Corp. | |||
Outside Director of Retrieva, Inc. | ||||
Board of | Outside Director of NITTOC CONSTRUCTION CO.,LTD. | |||
Directors | ||||
Outside Director, Audit Committee of People, Dreams & | ||||
Meetings | ||||
Technologies Group Co.,Ltd. | ||||
100% (19/19) | ||||
[Special interests with the Company] | ||||
Not applicable |
Reasons for the nomination of the candidate for outside
Director and summary of her expected role:
Naoko Okada has been engaged in practice as an expert in corporate management and corporate public relations for many years, and has a wealth of experience and considerable knowledge.
We would like her to use her knowledge for corporate management in general, and we have determined that she is appropriate for independently monitoring and advising on the management of the Company to enhance the transparency and supervisory functions of the Board of Directors.
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Number | ||||
No. | Name | Career summary, significant concurrent positions, | of shares | |
of the | ||||
(Date of birth) | and current position and responsibilities at the Company | |||
Company | ||||
held | ||||
September 1991 Joined J. D. Power and Associates | ||||
August 1997 | Director of Belron International | |||
August 1999 | Vice President of Citibank, N.A. | |||
January 2001 CEO of Taiyo Pacific Partners L.P. (current | ||||
position) | ||||
December 2009 Outside Director of Ohizumi Mfg. Co., Ltd. | ||||
November 2011 Outside Director of SEIRYU Asset | ||||
Management Ltd. | ||||
November 2014 Outside Director of Roland Corporation | ||||
March 2020 | Outside Director of the Company (current | |||
June 2020 | position) | |||
Outside Director of Maxell Holdings, | ||||
June 2020 | Ltd.(Currently Maxell, Ltd.) | |||
Outside Director of Nifco Inc. (current | ||||
Brian K. | March 2022 | position) | ||
Outside Director of Roland Corporation | ||||
Heywood | (current position) | |||
(January 9, 1967) | [Significant concurrent positions] | |||
(57 years old) | CEO of Taiyo Pacific Partners L.P. | |||
(Reelection) | Outside Director of Nifco Inc. | |||
Outside Director of Roland Corporation | 0 | |||
5 | (Outside) | [Special interests with the Company] | ||
shares | ||||
Attendance at the | Candidate Brian K. Heywood is the CEO of Taiyo Pacific | |||
Board of | Partners, L.P., the shareholder of the Company and the | |||
Company and has entered into an advisory agreement | ||||
Directors | ||||
between the Company and Taiyo Pacific Partners for the | ||||
Meetings | ||||
purpose of providing advice and recommendations regarding | ||||
94.7% (18/19) | ||||
management strategies and business strategies. However, | ||||
the proportion of the amounts of transactions is less than 1% | ||||
in consolidated gross sales of the Company and Taiyo Pacific | ||||
Partners, respectively. Please be noted that the Company | ||||
receives services of the advisory agreement from other staffs | ||||
of Taiyo Pacific Partners. | ||||
Reasons for the nomination of the candidate for outside | ||||
Director and summary of his expected role: | ||||
Brian K. Heywood is the CEO of Taiyo Pacific Partners, L.P., | ||||
the shareholder of the Company. He has over 30 years of | ||||
experience in the Japanese market. His entire career has | ||||
been focused on helping Japanese companies improve and | ||||
grow their businesses. He has been a friendly, supportive | ||||
voice to Roland DG as a shareholder for the past over 18 | ||||
years. The Company asked him to serve on the board, hoping | ||||
to leverage his expertise and perspective as a shareholder for | ||||
the enhancement of corporate value. |
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Name | Career summary, significant concurrent positions, | Number of | ||
No. | shares of the | |||
(Date of birth) | and current position and responsibilities at the Company | Company | ||
held | ||||
October 2006 | Registered as Attorney-at-law | |||
October 2006 | Joined Nagashima Ohno & Tsunematsu | |||
September 2012 Nagashima Ohno & Tsunematsu NY LLP | ||||
September 2014 Machado Meyer Sendacz Opice Advogados | ||||
April 2016 | (Sao Paulo) | |||
Part-time Lecturer at the University of Tokyo, | ||||
January 2017 | Faculty of Law | |||
Partner of Nagashima Ohno & Tsunematsu | ||||
April 2019 | (current position) | |||
Visiting Associate Professor, The University of | ||||
March 2023 | Tokyo, Graduate Schools for Law and Politics | |||
Outside Director of the Company (current | ||||
Yasuhiro | December 2023 | position) | ||
Director of ZENSHO | ||||
Kasahara | ||||
(October 11, | INTERNATIONAL LIMITED(current position) | |||
1982) | [Significant concurrent positions] | |||
(41 years old) | Partner of Nagashima Ohno & Tsunematsu | |||
ZENSHO INTERNATIONAL LIMITED Director | ||||
(Reelection) | [Special interests with the Company] | 0 | ||
6 | (Outside) | Candidate Yasuhiro Kasahara is a partner of Nagashima | ||
shares | ||||
(Independent) | Ohno & Tsunematsu and the Company has business | |||
transactions with the firm based on a contract in relation to | ||||
Attendance at the consignment of legal services. However, the proportion of | ||||
Board of | the amounts of transactions is less than 1% in consolidated | |||
Directors | sales of the Company and Nagashima Ohno & | |||
Meetings | Tsunematsu, respectively. Please be noted that the | |||
100% (16/16) | Company receives legal services from other attorneys of | |||
the firm. |
Reasons for the nomination of the candidate for outside
Director and summary of his expected role:
Yasuhiro Kasahara has been engaged in corporate law matters for many years as an attorney registered both in and outside Japan, and has a wealth of experience and considerable knowledge. He has no direct experience in corporate management, but we would like him to use his considerable knowledge for corporate management in general, and to independently monitor and advise on the management of the Company in order to enhance the transparency and supervisory functions of the Board of Directors.
Notes
1. Candidate Osamu Hosokubo, Naoko Okada, Brian K. Heywood and Yasuhiro Kasahara are candidates for Outside Directors as stipulated by Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of the Companies Act.
Candidate Osamu Hosokubo, Naoko Okada and Yasuhiro Kasahara satisfy the requirements for the standard concerning independency of outside officers set out by the Company and the requirements of independency of the Tokyo Stock Exchange, Inc. (the "TSE"). Therefore, the Company has designated them as independent officers who are not likely to have conflict of interest with general shareholders and to be designated as such as required by the TSE. And the Company has registered them with the TSE as independent officers. For the details of the requirements for the standard concerning independency of outside officers set out by the Company, please refer to the Company's website.(https://www.rolanddg.com/en/about-us/management/corporate- governance)
9
- Candidate Osamu Hosokubo, Naoko Okada and Brian K. Heywood will have served as an Outside Director of the Company for four years (four terms) and candidate Yasuhiro Kasahara will have served as an Outside Director of the Company for one years (one terms) at the conclusion of this year's Ordinary General Meeting of Shareholders.
- Limited liability contract with the Non-Executive Directors
The Company has entered into a limited liability contract with Candidate Osamu Hosokubo, Naoko Okada, Brian K. Heywood and Yasuhiro Kasahara as a Non-Executive Director, pursuant to Article 427, Paragraph 1 of the Companies Act where the liability for damages stipulated in Article 423, Paragraph 1 of the Companies Act shall be limited to the minimum limited liability amount as stipulated by laws and regulations so long as he performs their duties in good faith and without gross negligence. If the reelection of Candidate Osamu Hosokubo, Naoko Okada, Brian K. Heywood and Yasuhiro Kasahara are approved, the Company will continue such contract with Director.- The Company has executed with an insurance Company a directors and officers liability insurance agreement set forth in Article 430-3, Paragraph 1 of the Companies Act, and the damages that may be borne by the insureds resulting from their responsibilities for the performance of their duties or from claims for the pursuit of such responsibilities will be insured by such insurance agreement. All candidates are to be included as insureds in the insurance agreement. The Company plans to renew the insurance agreement with the same terms during the term of office of the insureds.
- The indicated number of the Company's shares held by each candidate is obtained by adding the number of shares owned by each candidate and such candidate's share interests in the Roland DG executive share ownership plan.
-
Policies and procedures for nominating candidates for Directors and Audit & Supervisory Board Members of the Company
When nominating candidates for Directors and Audit & Supervisory Board Members for the Company, the Appointment and Compensation Committee, comprising 3 to 5 Directors (half or more of which are independent Outside Directors), will discuss the fitness of candidates of officers in light of selection standards set forth in the "RULES OF APPOINTMENT AND COMPENSATION COMMITTEE" and report the discussion results to the the President, Representative Director. The President, Representative Director then places the proposal of election of officers on the agenda of the Board of Directors Meeting and Audit & Supervisory Board Meeting. Upon resolution of the proposal in these meetings, such proposal is subsequently placed on an agenda of the General Meeting of Shareholders. To ensure transparency, the committee is chaired by an independent outside director. The procedures for nominating candidates are disclosed in the Corporate Governance Report addressed to the Tokyo Stock Exchange, Inc. In terms of independence, details of the Company's standard for independence are disclosed on the Company's website.
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Roland DG Corporation published this content on 04 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 March 2024 06:22:09 UTC.