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 damage arising from the translations.
(Securities Code: 6730) May 31, 2024 (Date of commencement of measures for electronic provision: May 24, 2024)
To Shareholders with Voting Rights:
Akihiro Saito
President & Representative Director
AXELL CORPORATION
14-1, Sotokanda 4-chome,Chiyoda-ku,
Tokyo, Japan
NOTICE OF
THE 29TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We hereby notify you that the 29th Ordinary General Meeting of Shareholders (the "Meeting") of AXELL CORPORATION ("the Company") will be held as follows.
When convening the Meeting, the Company has taken measures for electronic provision and has posted matters subject to measures for electronic provision as "Notice of the 29th Ordinary General Meeting of Shareholders" and "Other Matters Subject to Measures for Electronic Provision (Matters Excluded from Paper- based Documents Delivered to Shareholders)" on the following website.
[The Company website] https://www.axell.co.jp/en/ir/holder/#meeting
In addition to the above, the Company also has posted this information on the website of the Tokyo Stock Exchange (TSE). To view the information, please access the following TSE website (Listed Company Search), enter "AXELL" in the "Issue name (company name)" box or "6730" in the "Code" box, and click on "Search," and then click on "Basic information" and select "Documents for public inspection/PR information."
[TSE website] https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Instead of attending the Meeting, you may exercise your voting rights via the Internet or in writing. Please review the Reference Documents for the General Meeting of Shareholders and exercise your voting rights no later than 6:00 p.m. on Wednesday, June 19, 2024, Japan time.
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- Date and Time:
- Venue:
-
Meeting Agenda: Matters to be reported:
Proposals to be resolved: Proposal No. 1: Proposal No. 2:
Proposal No. 3:
10:00 a.m. on Thursday, June 20, 2024 (JST)
Banquet room "Yukyu" on the second floor of Hotel Metropolitan Edmont located at 10-8, Iidabashi 3-chome,Chiyoda-ku, Tokyo, Japan
- Business Report, Consolidated Financial Statements for FY2023 (from April 1, 2023 to March 31, 2024) and results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Audit and Supervisory Committee
- Non-consolidatedFinancial Statements for FY2023 (from April 1, 2023 to March 31, 2024)
Distribution of Surplus
Election of Five Directors (Excluding Directors Serving as Audit and Supervisory Committee Members)
Election of Four Directors Serving as Audit and Supervisory Committee Members
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- If there is no indication of approval or disapproval of a proposal on the Voting Rights Exercise Form, we will treat it as an indication of approval.
- If any amendments are made to matters subject to measures for electronic provision, such amendments will be posted on the respective websites where the matters are posted.
https://www.axell.co.jp/en/>
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Contents
Proposal No. 2: Election of Five Directors (excluding Directors Serving as Audit and Supervisory | |||
Proposal No. 3: Election of Four Directors Serving as Audit and Supervisory Committee Members | 12 | ||
Business Report | 19 | ||
1. Overview of the Group | 19 | ||
(1) | Business in FY2023 | 19 | |
(2) | Trends in Assets and Income over the Past Three Fiscal Years | 21 | |
(3) | Material Subsidiaries | 21 | |
(4) | Issues to Be Addressed | 22 | |
(5) | Principal Business (as of March 31, 2024) | 23 | |
(6) | Principal Offices and Plants (as of March 31, 2024) | 23 | |
(7) | Employees (as of March 31, 2024) | 23 | |
(8) | Principal Lenders (as of March 31, 2024) | 23 | |
(9) | Other Material Information on the Current Status of the Group | 24 | |
2. Status of Shares (as of March 31, 2024) | 25 | ||
(1) | Total Number of Shares Authorized to Be Issued | 25 | |
(2) | Total Number of Shares Issued | 25 | |
(3) | Number of Shareholders | 25 | |
(4) | Major Shareholders (Top 10) | 25 | |
(5) | Shares Issued to Officers of the Company as Compensation for Duties Performed in FY2023 | 25 | |
3. Information on the Company's Share Acquisition Rights, etc | 26 | ||
(1) | Share Acquisition Rights, etc. Held by the Company's Officers as of March 31, 2024 | 26 | |
(2) | Share Acquisition Rights Issued to Employees, etc. during FY2023 | 26 | |
4. | Company Officers | 27 | |
(1) | Directors (as of March 31, 2024) | 27 | |
(2) | Outline of Liability Limitation Agreement | 28 | |
(3) | Outline of Directors and Officers Liability Insurance Agreement | 28 | |
(4) | Remuneration, etc. for Directors | 28 | |
(5) | Outside Officers | 30 | |
5. | Accounting Auditor | 32 | |
(1) | Name | 32 | |
(2) | Amount of Fees, etc | 32 | |
(3) | Description of Non-auditing Business | 32 | |
(4) | Policy regarding Determination of Termination or Nonrenewal of Appointment of Accounting | ||
Auditor | 32 | ||
(5) | Outline of Liability Limitation Agreement | 32 |
6. Outline of Systems to Ensure Compliance with Laws, Regulations and the Articles of Incorporation in the Execution of Duties and Other Systems to Ensure the Properness of Operations and Operational
Status of Said Systems | 33 | |
(1) | Systems to Ensure that Directors and Employees of the Company Comply with Laws, Regulations | |
and the Articles of Incorporation in the Execution of Their Duties | 33 | |
(2) | Systems concerning Storage and Management of Information on the Execution of Duties by | |
Directors of the Company | 33 | |
(3) | Internal Regulations and Other Systems concerning Risks of Loss of the Company | 33 |
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(4) | Systems to Ensure the Efficient Execution of Duties by Directors of the Company | 34 |
(5) | Systems to Ensure the Properness of Business Operations in the Corporate Group Consisting of the | |
Company, Its Parent Company and Subsidiaries | 34 |
- Matters concerning Directors and Employees to Be Posted as Assistants to the Audit and Supervisory Committee of the Company for the Execution of Audit Duties, Matters concerning the Independence of Said Directors and Employees from Directors (excluding Directors Serving as Audit and Supervisory Committee Members) and Matters concerning Ensuring the Effectiveness of
the Orders from the Audit and Supervisory Committee to Said Directors and Employees | 34 | |
(7) | Systems for Directors (excluding Directors Serving as Audit and Supervisory Committee Members) | |
and Employees of the Company to Report to the Audit and Supervisory Committee | 34 | |
(8) | Systems to Ensure that Whistleblowers Pursuant to the Preceding Item Do Not Suffer from Any | |
Disadvantageous Treatment due to their Reports | 35 | |
(9) | Matters concerning the Policies for the Treatment of Expenses or Obligations to Be Incurred for the | |
Execution of Duties by Audit and Supervisory Committee Member(s) | 35 | |
(10) | Other Systems to Ensure the Effectiveness of Auditing by the Audit and Supervisory Committee of | |
the Company | 35 | |
(11) | Systems to Ensure the Reliability of Financial Reporting | 35 |
7. Policy for Determination of Distribution of Surplus, etc | 37 | |
8. Basic Policy regarding the Company's Control | 37 | |
Consolidated Balance Sheet | 38 | |
Consolidated Statement of Income | 39 | |
Consolidated Statement of Changes in Net Assets | 40 | |
Notes to Consolidated Financial Statements | 41 | |
Non-consolidated Balance Sheet | 50 | |
Non-consolidated Statement of Income | 51 | |
Non-consolidated Statement of Changes in Net Assets | 52 | |
Notes to Non-consolidated Financial Statements | 53 | |
Accounting Auditor's Report on Consolidated Financial Statements | 57 | |
Accounting Auditor's Report on Non-consolidated Financial Statements | 59 | |
Report of the Audit and Supervisory Committee | 61 |
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Reference Documents for the General Meeting of Shareholders
Proposal No. 1: Distribution of Surplus
The Company's policy on profit sharing for shareholders is to maximize the return, while taking into account the adequate levels of "periodic profit returns to shareholders" and "maintenance of appropriate internal reserves that enables flexible business operations." Based on this policy, the amount of dividends is set at 50% of profit (payout ratio of 50%) as a general rule. However, if the amount of dividends calculated at the payout ratio of 50% falls below the amount for the previous fiscal year, the amount shall be considered with the level of prior dividends taken into account after adequate internal reserves are secured. Meantime, the Company bases its calculation of payout ratio on consolidated financial results instead of non-consolidated financial results.
Based on this policy, we propose a year-end dividend of 81 yen per share.
Year-end dividend
(1) | Dividend asset type | |
Cash | ||
(2) | Allotment of dividend assets and its total amount | |
81 yen per share of the Company's common stock | Total amount: 885,757,437 yen |
- Effective date of dividends from surplus June 21, 2024
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Proposal No. 2: Election of Five Directors (excluding Directors Serving as Audit and Supervisory Committee Members)
The term of office of all five Directors (excluding Directors serving as Audit and Supervisory Committee Members) will have expired at the close of this General Meeting of Shareholders. We therefore propose that the five Directors be elected.
Additionally, it has been confirmed that the Audit and Supervisory Committee does not have any particular opinion with regard to this proposal.
The candidates for the positions of Director (excluding Directors serving as Audit and Supervisory Committee Members) are as follows.
Number of | |||||
No. | Name | Past experience, positions and responsibilities in the Company | shares of the | ||
(Date of birth) | (major concurrent positions) | Company | |||
held | |||||
April 1994 | Joined Nippon Steel Corp. (current NIPPON STEEL | ||||
CORPORATION) | |||||
April 1998 | Joined the Company | ||||
April 2004 | Appointed to Senior Manager of Engineering Department | ||||
Kazunori | of the Company | ||||
Matsuura | June 2006 | Appointed to Director & Assistant General Manager of | |||
(Jan. 25, 1970 | Engineering Department of the Company | 417,310 | |||
54 years old) | June 2010 | Appointed to Director & General Manager of Engineering | shares | ||
Department of the Company | |||||
Reappointment | June 2012 | Appointed to President & Representative Director of the | |||
Company | |||||
April 2014 | Visiting Professor of University of Tsukuba (to present) | ||||
1 | June 2022 | Appointed to Chairman & Representative Director of the | |||
Company (to present) | |||||
Record of attendance at Board of Directors meetings | |||||
100% (13 out of 13) | |||||
Reasons for selecting the candidate for Director (excluding Director serving as Audit and Supervisory | |||||
Committee Member) | |||||
Mr. Kazunori Matsuura has a wealth of experience in semiconductor development at other companies and is | |||||
involved in business promotion and corporate management of the Company as President & Representative | |||||
Director from 2012 and Chairman & Representative Director at present. By supervising the Company's | |||||
management based on these experiences and achievements, he can be expected to strengthen the decision- | |||||
making functions of the Board of Directors and aim to increase the speed and efficiency of business execution | |||||
while promoting agile management that can appropriately respond to changes in the management | |||||
environment. Thus, the Company has designated him as a candidate for Director (excluding Director serving | |||||
as Audit and Supervisory Committee Member). |
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Number of | ||||
No. | Name | Past experience, positions and responsibilities in the Company | shares of the | |
(Date of birth) | (major concurrent positions) | Company | ||
held | ||||
April 1989 | Joined Nippon Steel Corp. (current NIPPON STEEL | |||
CORPORATION) | ||||
January 2002 | Joined the Company | |||
April 2004 | Appointed to Senior Manager of Sales & Marketing | |||
Department of the Company | ||||
June 2006 | Appointed to Director & Assistant General Manager of | |||
Sales & Marketing Department of the Company | ||||
Akihiro Saito | June 2010 | Appointed to Director & General Manager of Sales & | ||
Marketing Department of the Company | ||||
(Aug. 4, 1966 | ||||
June 2012 | Appointed to Executive Vice President & Representative | 46,050 | ||
57 years old) | ||||
Director, General Manager of Sales & Marketing | shares | |||
Reappointment | Department of the Company | |||
June 2018 | Appointed to Executive Vice President & Representative | |||
Director Supervising Sale & Marketing Department and | ||||
Management Department of the Company | ||||
2 | May 2019 | Director of ax Inc. (to present) | ||
April 2020 | Appointed to Executive Vice President & Representative | |||
Director of the Company | ||||
June 2022 | Appointed to President & Representative Director of the | |||
Company (to present) |
- Record of attendance at Board of Directors meetings 100% (13 out of 13)
-
Reasons for selecting the candidate for Director (excluding Director serving as Audit and Supervisory Committee Member)
Mr. Akihiro Saito has a wealth of experience in semiconductor sales and business promotion at other companies and is involved in business promotion and corporate management of the Company as Executive Vice President & Representative Director from 2012 and President & Representative Director at present. By supervising the Company's management based on these experiences and achievements, he can be expected to strengthen the decision-making functions of the Board of Directors and aim to increase the speed and efficiency of business execution while promoting agile management that can appropriately respond to changes in the management environment. Thus, the Company has designated him as a candidate for Director (excluding Director serving as Audit and Supervisory Committee Member).
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Number of | ||||
No. | Name | Past experience, positions and responsibilities in the Company | shares of the | |
(Date of birth) | (major concurrent positions) | Company | ||
held | ||||
April 2006 | Joined the Company | |||
March 2011 | Completed Doctoral Program of Graduate School of Systems | |||
and Information Engineering of University of Tsukuba | ||||
April 2013 | (Ph.D. in Engineering) | |||
Appointed to Senior Manager of Engineering Department of | ||||
April 2014 | the Company | |||
Visiting Associate Professor of University of Tsukuba | ||||
June 2018 | (to present) | |||
Appointed to Director & General Manager of Strategic | ||||
Planning Section, Team Leader of Algorithm Team of | ||||
Kazuki Kyakuno | July 2018 | Engineering Department of the Company | ||
Director of VIPPOOL Inc. | ||||
(Dec. 12, 1983 | April 2019 | Appointed to Director & General Manager of Strategic | 16,460 | |
40 years old) | ||||
Planning Section, Supervising Algorithm Team of | shares | |||
Reappointment | May 2019 | Engineering Department of the Company | ||
Director of ax Inc. (to present) | ||||
August 2019 | Director of MotionPortrait, Inc. | |||
April 2022 | Appointed to Director & General Manager of Business | |||
Development Division, Supervising Algorithm Team of | ||||
June 2022 | Engineering Department of the Company | |||
Appointed to Managing Director & General Manager of | ||||
3 | Business Development Division, Supervising Algorithm | |||
Team of Engineering Department of the Company | ||||
April 2024 | Appointed to Managing Director & CTO, Supervising | |||
Algorithm Team of Engineering Department of the Company | ||||
(to present) |
- Record of attendance at Board of Directors meetings 100% (13 out of 13)
-
Reasons for selecting the candidate for Director (excluding Director serving as Audit and Supervisory Committee Member)
Mr. Kazuki Kyakuno was affiliated with a research laboratory that was in joint development with the Company during his time as a student. Since joining the Company, he has consistently been involved in research and development of proprietary elemental technologies that can realize algorithm and architecture as differentiators of the Company's LSI products. He then supervised the research and development division as a leader from 2018 and is currently involved in the management of business development fields as Managing Director to accelerate the establishment of the new business by utilizing his experience and knowledge gained through research and development. He can be expected to continue to play a leading role in business promotion in future business development fields. In addition, by reflecting these experiences and achievements in the Company's management, he can be expected to strengthen the decision-making functions of the Board of Directors and aim to increase the speed and efficiency of business execution while promoting agile management that can appropriately respond to changes in the management environment. Thus, the Company has designated him as a candidate for Director (excluding Director serving as Audit and Supervisory Committee Member).
9
Number of | ||||
No. | Name | Past experience, positions and responsibilities in the Company | shares of the | |
(Date of birth) | (major concurrent positions) | Company | ||
held | ||||
April 1995 | Joined TAKACHIHO KOHEKI CO., LTD. | |||
November 1999 | Joined MegaChips Corporation | |||
Takaomi | October 2006 | Joined the Company | ||
April 2015 | Appointed to Senior Manager of Sales & Marketing | |||
Kishimoto | ||||
Department of the Company | 8,100 | |||
(Feb. 24, 1973 | ||||
June 2018 | Appointed to Executive Officer & General Manager of | |||
51 years old) | shares | |||
Sales & Marketing Department of the Company | ||||
Reappointment | November 2020 Appointed to President & Representative Director of | |||
aimRage Inc. (to present) | ||||
June 2022 | Appointed to Director & General Manager of Sales & | |||
Marketing Department of the Company (to present) | ||||
Record of attendance at Board of Directors meetings | ||||
100% (13 out of 13) | ||||
4 | Reasons for selecting the candidate for Director (excluding Director serving as Audit and Supervisory | |||
Committee Member) | ||||
Mr. Takaomi Kishimoto has a wealth of experience in semiconductor sales at other companies. Since joining | ||||
the Company, he has contributed to increasing sales and market share of our products at the sales & marketing | ||||
division by acquiring new customers steadily and enhancing the relationship with existing partners through | ||||
sales activities for a range of peripheral products such as LSI products. Currently, he utilizes his marketing | ||||
capability to accurately grasp market needs as the head of the sales & marketing division. At the same time, he | ||||
also assumes a role as President & Representative Director of the subsidiary that specializes in manufacturing | ||||
and selling memory modules. He can be expected to continue to play a leading role in business promotion at | ||||
the sales & marketing division in the future. In addition, by reflecting these experiences and achievements in | ||||
the Company's management, he can be expected to strengthen the decision-making functions of the Board of | ||||
Directors and aim to increase the speed and efficiency of business execution while promoting agile | ||||
management that can appropriately respond to changes in the management environment. Thus, the Company | ||||
has designated him as a candidate for Director (excluding Director serving as Audit and Supervisory | ||||
Committee Member). |
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Axell Corporation published this content on 20 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 June 2024 09:39:04 UTC.