INES CORPORATION Disclaimer: This is a translation of the original notice of convocation in Japanese. In case of any discrepancy between the translation and the original Japanese, the Japanese version shall prevail.
Securities code: 9742
(Date of transmission) | June 3, | 2024 |
(Commencement date of measures for electronic provision) | May 24, | 2024 |
To Shareholders:
Shuji Hattori
President and Representative Director
INES Corporation
1-38-11, Nihonbashi Kakigara-cho,Chuo-ku,
Tokyo Japan
Notice of Convocation of the 62nd Ordinary General Meeting of Shareholders
We would like to thank all of you for your continued support of our company.
We hereby inform that the 62nd Ordinary General Meeting of Shareholders of INES Corporation (the Company) will be held as stated below.
In convening this General Meeting of Shareholders, we have taken measures to electronically provide the information contained in the Ordinary General Meeting of Shareholders Reference Documents (matters to be provided electronically) and have posted them on the following two websites on the internet. Please access either of these websites to check the information.
The Company's Website
Page of Shareholders Meeting
https://www.ines.co.jp/ir/meeting.html
JPX Website
Listed Company Search
https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
On the JPX website, please search by the issue name (company name) "INES" or the securities code "9742," and select "Basic information" and "Documents for public inspection/PR information" to check the details.
Shareholders are kindly requested to read the information on exercising their voting rights below and review the Ordinary General Meeting of Shareholders Reference Documents before exercising their voting rights.
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Particulars
- Date and Time: 10:00 a.m. on June 25 (Tuesday), 2024
- Place: 5F Conference Center, BELLESALLE TOKYO NIHONBASHI Tokyo Nihonbashi Tower 2-7-1, Nihonbashi, Chuo-ku, Tokyo, Japan
- Agenda:
Matters to be Reported:
Item 1: Report on the Business Report, Consolidated Financial Statements and the Audit Results on the Consolidated Financial Statements by the Accounting Auditors and the Board of Corporate Auditors for the 62nd fiscal year (from April 1, 2023 to March 31, 2024)
Item 2: Report on the Non-Consolidated Financial Statements for the 62nd fiscal year (from April 1, 2023 to March 31, 2024)
Matters to be Resolved:
Item 1: Appropriation of Retained Earnings
Item 2: Partial Amendment to the Articles of Incorporation
Item 3: Election of Eight (8) Corporate Directors (Excluding Corporate Directors who are Audit and Supervisory Committee Members)
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The following matters, out of the matters to be provided electronically, are not included in the documents to be sent to a shareholder who applied for the issuance of documents in accordance with laws and regulations and Article 16 of the Company's Articles of Incorporation.
[Business Report]
Structure and status of implementation relating to the proper conduct of operations [Consolidated Financial Statements]
Consolidated Statement of Changes in Shareholders' Equity Notes to the Consolidated Financial Statements
[Financial Statements]
Non-Consolidated Statement of Changes in Shareholders' Equity Notes to Non-Consolidated Financial Statements - In the event that the electronically provided matters are revised, the details will be posted on the Company's website and the JPX website described above.
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4. Methods of Exercising Voting Rights
Voting rights in a general meeting of shareholders are important rights for all shareholders. Please exercise your voting rights after reviewing the "Ordinary General Meeting of Shareholders Reference Documents" provided below.
There are three methods for exercising your voting rights.
Please exercise your voting rights by one of the following methods.
Exercising Voting Rights via the Internet
Deadline for Exercising Voting Rights: Entry completion by 5:00 p.m. on June 24 (Monday), 2024
- How to read the QR Code
You can log into the website for exercising voting rights without entering the "Login ID" and "Temporary Password" shown on the Voting Rights Exercise Form. Please read the QR Code on the Voting Rights Exercise Form and follow the instructions on the screen to enter your approval or disapproval.
- How to enter your login ID and temporary password
Please visit the website for exercising voting rights from your internet environment (PC or smartphone) and enter your vote according to the instructions displayed on the screen by using the "login ID" and "temporary password" entered in the enclosed Voting Rights Exercise Form.
Website for exercising voting rights:
https://evote.tr.mufg.jp/
- Inquiries regarding the exercise of voting rights via the internet: Mitsubishi UFJ Trust and Banking Corporation, Corporate Agency
Division (Help Desk)
TEL: 0120-173-027 (toll free) Hours: 9:00 a.m. ~ 9:00 p.m.
Exercising Voting Rights by Mail in Writing
Deadline for Exercising Voting Rights: Mail arriving by 5:00 p.m. on June 24 (Monday), 2024
Please indicate your approval or disapproval of each item on the agenda in the enclosed Voting Rights Exercise Form and return it by mail.
Any Voting Rights Exercise Form on which approval or disapproval of each item on the agenda has not been indicated shall be treated as an approval of the Company's proposals.
Exercising Voting Rights by Attending the Meeting in Person
Date of General Meeting of Shareholders: 10:00 a.m. on June 25 (Tuesday), 2024 (Start accepting: 9:30 a.m.)
Please submit the enclosed Voting Rights Exercise Form at the meeting reception desk.
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In the case of attendance by proxy, the proxy is limited to one (1) shareholder of the Company who has voting rights. In this case, the proxy must submit, in addition to the Voting Rights Exercise Form, a mandate form or other documents to prove power of attorney.
5. Matters concerning Exercising Voting Rights
- Handling of Voting Rights Exercised in Duplicate
- If you have exercised your voting rights both via the internet and by mail in writing, only the contents of the vote made via the internet shall be deemed valid.
- If you exercise your voting rights multiple times via the internet, the last time that you exercise your voting rights shall be deemed valid.
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Ordinary General Meeting of Shareholders Reference Documents
Item 1: Appropriation of Retained Earnings
Positioning profit returns to shareholders as one of the most important policies of management, INES Corporation deems continuously implementing stable dividends as its basic policy and pays dividends after having comprehensively considered various factors, including its performance and the business environment.
In light of the above basic policy, for dividends at the end of the current fiscal year, the Company would like to further enhance profit returns to our shareholders and proposes as follows.
Fiscal year-end dividend matters
- Type of dividends Cash dividends
-
Financial assets to be distributed as dividends and total dividend amount ¥25.00 per share of common stock
¥520,081,825 total dividend payment - Effective date of appropriation of retained earnings as cash dividends June 26, 2024
For the fiscal year, since we paid an interim dividend of ¥25.00 per share on December 5, 2023, the total annual dividend for the period under review amounted to ¥50.00 per share, an increase of ¥5 from the previous fiscal year.
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Item 2: Partial Amendment to the Articles of Incorporation
1. Reasons for Proposal
In order to speed up Group management decision-making, strengthen communication, and improve productivity, the Company has relocated its head office from Tsuzuki-ku, Yokohama City, Kanagawa Prefecture to Chuo-ku, Tokyo, effective April 1, 2024. Therefore, the location of the head office, as stipulated in Article 3 (Location of Head Office) of the current Articles of Incorporation, will be changed to reflect the actual head office operations.
2. Contents of Amendment
The contents of amendment are as follows:
(The underlined portions indicate those amended.) | |||
Current Articles of Incorporation | Proposed Amendment | ||
| Article 1 and Article 2 | Article 1 and Article 2 | ||
provisions> | |||
(Location of Head Office) | (Location of Head Office) | ||
Article 3 The head office of the Company shall be | Article 3 The head office of the Company shall be | ||
located in Tsuzuki-ku, Yokohama City, Kanagawa | located in Chuo-ku,Tokyo. | ||
Prefecture. | |||
| Article 4 ~ Article 38 | Article 4 ~ Article 38 | ||
provisions> | |||
Revised on June 23, 2023 | Revised on June 25, 2024 | ||
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Item 3: Election of Eight (8) Corporate Directors (Excluding Corporate Directors who are Audit and Supervisory Committee Members)
The term of office of all eight (8) Corporate Directors (excluding Corporate Directors who are Audit & Supervisory Committee members; the same shall apply hereinafter in this proposal) will expire at the conclusion of this General Meeting of Shareholders. Therefore, we propose that eight
(8) Corporate Directors be elected.
According to the report from the Audit & Supervisory Committee, the Committee has confirmed the decision-making process with respect to the candidates for this proposal and that there are no particular matters to be pointed out.
The candidates for director positions are as follows:
Nominee | Attendance Status | ||||||||
Name | Position and Duty | Attribute | at 2023 Board of | ||||||
Number | |||||||||
Corporate Directors | |||||||||
President and | 10 times/10 times | ||||||||
1 | Shuji Hattori | Representative | Reappointment | ||||||
(100%) | |||||||||
Director | |||||||||
Representative | |||||||||
Director and Senior | 12 times/12 times | ||||||||
2 | Susumu Tsukahara | Reappointment | |||||||
Managing Executive | (100%) | ||||||||
Officer | |||||||||
3 | Koji Takada | Executive Officer | New appointee | --- | |||||
4 | Reiko Suzuki | Executive Officer | New appointee | --- | |||||
Reappointment | 12 times/12 times | ||||||||
5 | Qun Jin | Outside Director | Outside Director | ||||||
(100%) | |||||||||
Independent Officer | |||||||||
Reappointment | 12 times/12 times | ||||||||
6 | Kanako Murakami | Outside Director | Outside Director | ||||||
(100%) | |||||||||
Independent Officer | |||||||||
Reappointment | 12 times/12 times | ||||||||
7 | Nobuyuki Sato | Outside Director | Outside Director | ||||||
(100%) | |||||||||
Independent Officer | |||||||||
Reappointment | 9 times/10 times | ||||||||
8 | Takashi Morisaki | Outside Director | Outside Director | ||||||
(90%) | |||||||||
Independent Officer | |||||||||
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Nominee Number 1
Reappointment
Shuji Hattori
(August 16, 1965)
Company Shares Owned
8,738
Term of Office as Director
(As of the end of this General Meeting)
1 year
His Attendance Status at
Board of Corporate
Directors
10 times/10 times
(100%)
Brief Personal History, Position and Duty in the Company
Apr. 1988 Joined the Company
Oct. 2006 Nagoya Branch Manager, the Company
Apr. 2012 Executive Manager, Public Sales Division, Sales Administration Group, the Company
Oct. 2013 Executive Manager, First Operational Service Division,
Operational Service Group, the Company
Apr. 2017 Executive Manager in charge of Business Strategy Division, the Company
Apr. 2019 Executive Officer and Deputy Executive Manager, Public Service Systems Solutions Division, the Company
Apr. 2021 Managing Executive Officer, the Company
Jun. 2023 Director and Managing Executive Officer, the Company
Apr. 2024 President and Representative Director, the Company (Current position)
Important Concurrent Roles
N/A
Reason for Nominating Mr. Hattori as a Director
Since joining the Company, having long been responsible for businesses in various fields including public systems operations and business planning, Candidate Mr. Hattori has become familiar with the Company's business as a whole and has made significant contributions to the promotion of each business and the Group, as a managing executive officer since 2021 and as a director and managing executive officer since 2023. As it can be expected that he will be able to bring about improvements in business performance and corporate value for future management of the Company and its Group by promoting and taking the initiative in building of new business including standardization of municipal government systems and the promotion of alliance businesses based on his wealth of business experience and insight, the Company is requesting he be reappointed as a director.
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Nominee Number 2
Reappointment
Susumu Tsukahara
(April 8, 1961)
Company Shares Owned
27,443
Term of Office as Director
(As of the end of this General Meeting)
9 years
His Attendance Status at
Board of Corporate
Directors
12 times/12 times
(100%)
Brief Personal History, Position and Duty in the Company
Apr. 1985 | Joined The Mitsubishi Bank, Ltd. (current MUFG Bank, Ltd.) |
Jun. 2005 | Assistant Head of General Planning Office, The Mitsubishi |
Bank, Ltd. | |
May 2008 | Manager, Financial Accounting Office, Corporate Planning |
Division, The Mitsubishi Bank, Ltd. | |
Nov. 2014 | Executive Officer and Executive Manager, Financial & |
Accounting Division, the Company | |
Jun. 2015 | Director, Managing Executive Officer and Executive Manager, |
Financial & Accounting Division, the Company | |
Apr. 2021 | Director and Senior Managing Executive Officer, the Company |
Jun. 2023 | Representative Director and Senior Managing Executive Officer, |
the Company (Current position) |
Important Concurrent Roles
N/A
Reason for Nominating Mr. Tsukahara as a Director
Candidate Mr. Tsukahara has engaged in finance-related business and corporate management over many years and has also contributed to the management of the Company and its Group as the Company's managing executive officer and director from 2015 and as the Company's senior managing executive officer and director since 2021 while working on building a sustainable and stable earnings structure through business planning, formulation and execution of human resources, financial and capitalization strategies. As it can be expected that he will bring about business performance improvement and corporate value enhancement for future management based on his wealth of experience and insight, the Company is requesting he be reappointed as a director.
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Nominee Number 3
New appointee
Koji Takada
(December 11, 1967)
Company Shares Owned
5,771
Brief Personal History, Position and Duty in the Company
Apr. 1990 Joined the Company
Oct. 2011 Chubu Branch Manager, the Company
Apr. 2015 Deputy Executive Manager, Branch Administration Group, the Company
Apr. 2017 Executive Manager in charge of Business Strategy Division, the Company
Apr. 2020 Executive Officer and Executive Manager, Corporate Planning Division and Business Administration Division, the Company
Apr. 2021 Executive Officer and Executive Manager, Financial & Social Solutions Division, the Company
Apr. 2023 Executive Officer and Executive Manager, Business Planning Division, the Company
Apr. 2024 Executive Officer and Executive Manager, President's Office, the Company (Current position)
Important Concurrent Roles
N/A
Reason for Nominating Mr. Takada as a Director
Candidate Mr. Takada has been responsible as the branch manager of the public sector business of the Company, etc., and has contributed to the expansion of the public sector business. In addition, he has served as the head of other business divisions and planning/administrative divisions, and has extensive experience in all areas of the Company. As it can be expected that he will utilize his experience to promote engagement both within the Company and the Group, and that he will also take initiative as a member who will enhance management governance as a director, the Company is requesting he be newly appointed as a director.
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Attachments
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Disclaimer
INES Corporation published this content on 24 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 May 2024 04:29:06 UTC.
