Note: This document has been translated from a part of 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. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.
(Securities Code 4348) May 31, 2024 (Measures for electronic provision start on May 30, 2024)
Dear Shareholders with Voting Rights:
Jun Kuroda
President and CEO
INFOCOM CORPORATION
9-7-2 Akasaka, Minato-ku, Tokyo, Japan
NOTICE OF THE 42nd ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
You are hereby informed that the 42nd Annual General Meeting of Shareholders of INFOCOM CORPORATION (the "Company") will be held for the purposes described below.
The Company has taken measures for electronic provision in convening this General Meeting of Shareholders. In addition to the matters included in this Notice, matters to be provided electronically are posted on the following website on the Internet as "NOTICE OF THE 42nd ANNUAL GENERAL MEETING OF SHAREHOLDERS."
The Company's website: https://www.infocom.co.jp/en/ir/stock/meeting.html
In addition to the above, the information is posted on the following website on the Internet for your reference, as necessary.
Tokyo Stock Exchange website: https://www2.jpx.co.jp/tseHpFront/JJK020030Action.do
Please access the above-mentioned website, enter the Company's name or securities code to search, and select "Basic information" and "Documents for public inspection/PR information" in this order to review the information.
If you will not be attending the meeting in person, you can exercise your voting rights by postal mail in writing or via the Internet. Please review the Reference Documents for the General Meeting of Shareholders posted on the matters to be provided electronically and exercise your voting rights by following the below "Guide to Exercising Voting Rights."
1. Date and Time: Monday, June 24, 2024 at 4:00 p.m. Japan time (reception desk opens at 3:30 p.m.)
2. Venue: | Hall B, Tokyo Midtown Hall, Midtown East B1F | |
9-7-2 Akasaka, Minato-ku, Tokyo, Japan | ||
* | The venue is different from that for the previous meeting. Please confirm the | |
location of the venue provided at the end of this document (available in Japanese | ||
only). |
3. Meeting Agenda:
Matters to be reported: The Business Report, Consolidated Financial Statements, and Non-consolidated
Financial Statements for the 42nd Fiscal Year (from April 1, 2023 to March 31, 2024) and results of audits by the Accounting Auditors and the Audit Committee on the Consolidated Financial Statements
Matters to be resolved:
Proposal 1: Distribution of Surplus
Proposal 2: Election of Nine (9) Directors
Proposal 3: Election of Two (2) Auditors
- 1 -
4. Predetermined Matters concerning Convocation
Among the matters to be provided electronically, the following items are not provided in the paper copy to be sent to shareholders who have requested it, pursuant to provisions of laws and regulations as well as Article 14 of the
Company's Articles of Incorporation.
Therefore, the paper copy to be sent to shareholders who have requested it is a part of documents that have been audited by Auditors and by the Accounting Auditors in preparing their respective audit reports.
Business Report: | Matters regarding share acquisition rights |
Outline of the contents of resolution for the establishment of an Internal Control System | |
Outline of the operation status of the Internal Control System |
Consolidated Financial Statements: | Consolidated statements of changes in net assets |
Notes to Consolidated Financial Statements | |
Non-consolidated Financial Statements: | Non-consolidated statements of changes in net assets |
Notes to Non-consolidated Financial Statements |
- Should the matters to be provided electronically require revisions, the revised versions will be posted on each of the websites where the information has been posted.
-
Japanese and English versions of this Notice can be viewed on the Company's website.
The Company's Japanese website: https://www.infocom.co.jp/
The Company's English website: https://www.infocom.co.jp/en/ - We will be offering small gifts to shareholders attending the meeting in person. *One gift per shareholder.
- 2 -
Guide to Exercising Voting Rights
Exercise by attending the meeting
Shareholders who will be attending the meeting
Please present the Voting Rights Exercise Form at the reception desk.
Please be advised that persons other than shareholders with voting rights, such as proxies who are not shareholders and persons accompanying shareholders, are not permitted to enter the venue of the General Meeting of Shareholders.
Date and time of the meeting
Monday, June 24, 2024 at 4:00 p.m. Japan time
Shareholders who will not be attending the meeting
Exercise by postal mail in writing
Exercise via the Internet
Please indicate your vote for or against the proposals on the Voting Rights Exercise Form and return it by mail.
If you do not indicate your vote for or against any of the proposals on the Voting Rights Exercise Form, you will be deemed to have approved that proposal.
Deadline | Voting Rights Exercise Forms should arrive no later than 5:30 |
p.m. Japan time on Friday, June 21, 2024. | |
Please refer to the "Exercise of Voting Rights via the Internet" on the next page and indicate your vote for or against.
Deadline | Voting rights should be exercised no later than 5:30 p.m. Japan |
time on Friday, June 21, 2024. | |
- 3 -
Exercise of Voting Rights via the Internet
You can exercise your voting rights via the Internet only by accessing the Company's designated Voting Rights Exercise Website (https://evote.tr.mufg.jp/) via a personal computer or a smartphone, etc.
Scanning QR code by your smartphone
You can exercise voting rights without entering "login ID" and "temporary password" by using your smartphone. You may login to the website by scanning the "QR code for log in" provided on the voting stub (right-hand side) of the enclosed Voting Rights Exercise Form.
Entering login ID and temporary password
How to use Voting Rights Exercise Website
- Access the Voting Rights Exercise Website.
- Enter your "login ID" and "temporary password" printed at the bottom right of the Voting Rights Exercise Form.
- Indicate your approval or disapproval by following the instructions on the screen.
(Notes)
- Votes via the Internet will be accepted until 5:30 p.m. Japan time on the business day before the general meeting of shareholders (Friday, June 21, 2024).
- If you have exercised your voting rights both by postal mail and via the Internet, only the vote exercised via the Internet will be valid.
- If you have exercised your voting rights more than once via the Internet, the last vote will be valid.
Inquiries regarding the system, etc. (Help Desk)
Stock Transfer Agency Department, Mitsubishi UFJ Trust and Banking Corporation Toll-free number 0120-173-027 (9:00 a.m. - 9:00 p.m., toll-free within Japan)
To Institutional Investors: The Electronic Voting System Platform is available.
- In addition to the voting methods via the Internet described above, trust banks and other nominal shareholders (including standing proxies) can use the Electronic Voting System Platform by applying in advance to use the platform as an electromagnetic means of exercising your voting rights for this General Meeting of Shareholders. The platform is operated by ICJ Inc., a joint venture company established by Tokyo Stock Exchange, Inc., etc.
- 4 -
Reference Documents for the General Meeting of Shareholders
Proposal 1: Distribution of Surplus
The Company Group considers stable profit distribution an important management issue in order to enhance shareholder value. Our policy is to aim for a dividend payout ratio of 30%, in consideration of the balance of demand for funds, by maintaining a sound financial position and prioritizing investments necessary for mid- to long-term business expansion as well as by striving to provide stable dividends, and increase dividends in line with improved business performance.
Based on this policy, for the year under review, the year-end dividend will be 27 yen per share as detailed below.
- Type of dividend property: Cash
- Matters regarding allocation of dividend property and total amount thereof:
27 yen per ordinary share of the Company
Total amount of dividend | 1,481,903,586yen |
- Effective date for distribution of surplus: June 26, 2024
- 5 -
Proposal 2: Election of Nine (9) Directors
The terms of office for all eight (8) Directors will expire at the conclusion of this Annual General Meeting of Shareholders.
Accordingly, the election of nine (9) Directors is proposed. The candidates are as follows:
Attendance | Number of | |||||||||
at the | ||||||||||
years | ||||||||||
No. | Name | Current positions | Attributes | Board of | ||||||
served as | ||||||||||
Directors | ||||||||||
Director | ||||||||||
Meetings | ||||||||||
1 | Norihiro Takehara | 17/17 | 15 years | |||||||
Representative director | Reappointment | |||||||||
(100%) | ||||||||||
2 | Jun Kuroda | President and CEO | Reappointment | 17/17 | 4 years | |||||
(100%) | ||||||||||
3 | Mototaka Kuboi | Director and CSRO | Reappointment | 17/17 | 3 years | |||||
(100%) | ||||||||||
4 | Naohiko Moriyama | Director | 14/14 | 1 year | ||||||
Reappointment | ||||||||||
(100%) | ||||||||||
Reappointment | 17/17 | |||||||||
5 | Kazuhiko Tsuda | Outside Director | Outside Director | 10 years | ||||||
(100%) | ||||||||||
Independent Officer | ||||||||||
Reappointment | 17/17 | |||||||||
6 | Kazuhiko Fujita | Outside Director | Outside Director | 8 years | ||||||
(100%) | ||||||||||
Independent Officer | ||||||||||
Reappointment | 17/17 | |||||||||
7 | Sachiko Awai | Outside Director | Outside Director | 4 years | ||||||
(100%) | ||||||||||
Independent Officer | ||||||||||
Reappointment | ||||||||||
8 | Akihisa Fujita | Outside Director | Outside Director | 17/17 | 2 years | |||||
Independent Officer | (100%) | |||||||||
New appointment | ||||||||||
9 | Kenji Otaka | ― | Outside Director | ― | ― | |||||
Independent Officer | ||||||||||
- 6 -
No. | Name | Number of the | ||||
Career summary, positions and responsibilities at the Company | shares of the | |||||
(Date of birth) | ||||||
Company held: | ||||||
Norihiro Takehara | October 2003 | Deputy General Manager, Mobile and Internet Division of | ||||
(September 24, 1957) | the Company | |||||
(Age 66) | April 2007 | General Manager, Digital Entertainment Business Division | ||||
of the Company | ||||||
June 2008 | Executive Officer of the Company | |||||
Reappointment | ||||||
June 2009 | Director of the Company | |||||
[Attendance at the Board | April 2011 | CHO and CSRO of the Company | ||||
April 2012 | President and CEO of the Company | |||||
of Directors Meetings in | ||||||
April 2023 | Representative Director of the Company | |||||
FY2023] | ||||||
June 2023 | Chairman of the Company (to present) | |||||
17/17 (100%) | ||||||
62,000 | ||||||
[Term of office as | [Significant concurrent positions] | |||||
1 | Director as of the day of | ― | ||||
the Annual General | ||||||
Meeting of Shareholders] | ||||||
15 years | ||||||
[Term of office as | ||||||
Representative Director] | ||||||
12 years | ||||||
[Reasons for nomination as a candidate for Director] | ||||||
After working to commercialize and strengthen the competitivity of the e-comics business, which grew into the Company's | ||||||
mainstay business, Mr. Norihiro Takehara has been leading the management and business execution of the Company | ||||||
Group and producing successful results such as by serving as chief officer and then as President and CEO. | ||||||
Based on these achievements, we nominated him as candidate for Director in the belief that his abundant knowledge and | ||||||
ability in management are essential to the Company's management. | ||||||
Jun Kuroda | April 2011 | Deputy General Manager, Digital Entertainment Business | ||||
(April 5, 1965) | Division of the Company | |||||
(Age 59) | April 2012 | General Manager, Digital Entertainment Business Division | ||||
of the Company | ||||||
June 2013 | Executive Officer of the Company | |||||
Reappointment | ||||||
October 2013 | Representative Director and President of Amutus | |||||
[Attendance at the Board | Corporation | |||||
April 2017 | Managing Executive Officer of the Company | |||||
of Directors Meetings in | ||||||
April 2020 | CSRO of the Company | |||||
FY2023] | ||||||
June 2020 | Director of the Company | |||||
17/17 (100%) | ||||||
April 2023 | President and CEO of the Company (to present) | 45,400 | ||||
[Term of office as | [Significant concurrent positions] | |||||
― | ||||||
Director as of the day of | ||||||
2 | the Annual General | |||||
Meeting of Shareholders] | ||||||
4 years | ||||||
[Term of office as | ||||||
President] | ||||||
1 year | ||||||
[Reasons for nomination as a candidate for Director] | ||||||
Serving as head of the digital entertainment business department, Mr. Jun Kuroda has directed the operation of the e- | ||||||
comics business, successfully overseeing its growth into one of the top businesses in the industry. From FY2020, he has | ||||||
been leading the Company Group's initiatives to address sustainability issues as CSRO. From FY2023, he has been leading | ||||||
the management and business execution of the Company Group as President and CEO. | ||||||
Based on these achievements, we nominated him as candidate for Director in the belief that his outstanding leadership is | ||||||
essential for realizing sustainable growth of corporate value of the Company. |
- 7 -
No. | Name | Number of the | ||||
Career summary, positions and responsibilities at the Company | shares of the | |||||
(Date of birth) | ||||||
Company held: | ||||||
Mototaka Kuboi | April 2012 | Deputy General Manager, Healthcare Business Division of | ||||
(February 24, 1962) | the Company | |||||
(Age 62) | April 2013 | General Manager, Healthcare Business Division of the | ||||
Company | ||||||
June 2014 | Executive Officer of the Company | |||||
Reappointment | ||||||
April 2019 | Managing Executive Officer of the Company | |||||
[Attendance at the Board | June 2021 | Director of the Company (to present) | ||||
of Directors Meetings in | April 2022 | General Manager, Healthcare Business Sector of the | 18,100 | |||
Company | ||||||
FY2023] | ||||||
April 2023 | CSRO of the Company (to present) | |||||
17/17 (100%) | ||||||
[Significant concurrent positions] | ||||||
3 | [Term of office as | ― | ||||
Director as of the day of | ||||||
the Annual General | ||||||
Meeting of Shareholders] | ||||||
3 years | ||||||
[Reasons for nomination as a candidate for Director] | ||||||
Serving as head of the healthcare business department, Mr. Mototaka Kuboi has successfully increased the market share of | ||||||
the business for domestic hospitals and expanded to comprehensive regional care sector, as well as directing overseas | ||||||
expansion of business for hospitals. From FY2023, he has been leading the Company Group's sustainability management | ||||||
to resolve materialities as CSRO. | ||||||
Based on these achievements, we nominated him as candidate for Director in the belief that he is an essential person for | ||||||
realizing sustainable growth of corporate value of the Company. | ||||||
Naohiko Moriyama | April 2017 | Teijin Group Corporate Officer | ||||
Responsible for Healthcare Business of Teijin Group of | ||||||
(May 20, 1965) | ||||||
Teijin Limited | ||||||
(Age 59) | ||||||
April 2019 | General Manager, Healthcare New Business Division of | |||||
Teijin Limited | ||||||
Reappointment | ||||||
April 2021 | Teijin Group Executive Officer | |||||
[Attendance at the Board | President, Healthcare Business of Teijin Group of Teijin | |||||
Limited | ||||||
of Directors Meetings in | ||||||
June 2021 | Executive Officer, Member of the Board of Teijin Limited | 0 | ||||
FY2023] | October 2022 | Chief Officer (Corporate Strategy) of Teijin Limited (to | ||||
14/14 (100%) | ||||||
present) | ||||||
4 | [Term of office as | April 2023 | Senior Executive Officer, Member of the Board of Teijin | |||
Limited (to present) | ||||||
Director as of the day of | ||||||
June 2023 | Director of the Company (to present) | |||||
the Annual General | ||||||
[Significant concurrent positions] | ||||||
Meeting of Shareholders] | ||||||
Senior Executive Officer, Member of the Board; Chief Officer (Corporate | ||||||
1 year | ||||||
Strategy) of Teijin Limited | ||||||
[Reasons for nomination as a candidate for Director] | ||||||
Mr. Naohiko Moriyama has experience and knowledge in corporate management from his years of engagement in | ||||||
expanding the healthcare business field at Teijin Group and his service as Corporate Officer and Member of the Board, etc. | ||||||
at Teijin Group. | ||||||
Based on these achievements, we nominated him as candidate for Director in the belief that he is an essential person for | ||||||
realizing sustainable growth of corporate value of the Company. |
- 8 -
No. | Name | Number of the | ||||||||
Career summary, positions and responsibilities at the Company | shares of the | |||||||||
(Date of birth) | ||||||||||
Company held: | ||||||||||
Kazuhiko Tsuda | March 1994 | Completed Systems Engineering, Division of Engineering, | ||||||||
(August 9, 1962) | the University of Tokushima Graduate School (PhD in | |||||||||
(Age 61) | Engineering) | |||||||||
April 1998 | Assistant Professor, Faculty of Policy and Planning | |||||||||
Sciences, University of Tsukuba | ||||||||||
Reappointment | ||||||||||
July 2004 | Representative and Director of GSSM Tsukuba, Ltd. (to | |||||||||
Outside Director | ||||||||||
present) | ||||||||||
Independent Officer | ||||||||||
March 2005 | Professor, Institute of Business Sciences, University of | |||||||||
[Attendance at the Board | Tsukuba (to present) | |||||||||
April 2006 | Head, Doctoral Program in Systems Management Course, | 0 | ||||||||
of Directors Meetings in | ||||||||||
University of Tsukuba | ||||||||||
FY2023] | ||||||||||
June 2014 | Outside Director of the Company (to present) | |||||||||
17/17 (100%) | ||||||||||
[Significant concurrent positions] | ||||||||||
5 | [Term of office as Outside | Professor, Institute of Business Sciences, University of Tsukuba | ||||||||
Director as of the day of | Representative and Director of GSSM Tsukuba, Ltd. | |||||||||
the Annual General | ||||||||||
Meeting of Shareholders] | ||||||||||
10 years | ||||||||||
[Reasons for nomination as a candidate for Outside Director and expected roles] | ||||||||||
Mr. Kazuhiko Tsuda has experience engaging in management of a university venture business and as a specialist in natural | ||||||||||
language understanding and information retrieval in the field of management system science and has been providing | ||||||||||
appropriate advice from a fair and objective position as Outside Director. | ||||||||||
Based on these achievements, we nominated him as candidate for Outside Director in the belief that he is an essential | ||||||||||
person for realizing sustainable growth of corporate value of the Company. | ||||||||||
By utilizing his expertise in the field of management systems and management experience, etc. at venture businesses, the | ||||||||||
Company expects him to play a role to supervise the Company's management from an objective perspective independent of | ||||||||||
business executors. | ||||||||||
Kazuhiko Fujita | April 1976 | Joined The Bank of Tokyo, Ltd. | ||||||||
(February 5, 1954) | August 1989 | Joined S.G. Warburg & Co. | ||||||||
(Age 70) | March 1993 | Joined Yaohan International Holdings Limited | ||||||||
May 2005 | Director of TANITA Corporation | |||||||||
October 2015 | Personal consulting services regarding business | |||||||||
Reappointment | ||||||||||
management, establishment of corporate internal | ||||||||||
Outside Director | ||||||||||
control, overseas strategy, etc. (to present) | ||||||||||
Independent Officer | ||||||||||
February 2016 | Advisor, Overseas Business Promotion Department of | |||||||||
[Attendance at the Board | AUTOBACS SEVEN CO., LTD. | |||||||||
June 2016 | Outside Director of the Company (to present) | 2,600 | ||||||||
of Directors Meetings in | June 2018 | Representative Director of ESROH Co. Ltd. (to present) | ||||||||
FY2023] | ||||||||||
[Significant concurrent positions] | ||||||||||
17/17 (100%) | ||||||||||
Representative Director of ESROH Co. Ltd. | ||||||||||
6 | [Term of office as Outside | |||||||||
Director as of the day of | ||||||||||
the Annual General | ||||||||||
Meeting of Shareholders] | ||||||||||
8 years | ||||||||||
[Reasons for nomination as a candidate for Outside Director and expected roles] | ||||||||||
Mr. Kazuhiko Fujita has knowledge and experience in corporate management as Director in a health-related company, in | ||||||||||
addition to broad experience in overseas business. He has also been providing appropriate advice from a fair and objective | ||||||||||
position as Outside Director. | ||||||||||
Based on these achievements, we nominated him as candidate for Outside Director in the belief that he is an essential | ||||||||||
person for realizing sustainable growth of corporate value of the Company. | ||||||||||
By utilizing his abundant management experience in overseas business and a health-related company, the Company expects | ||||||||||
him to play a role to supervise the Company's management from an objective perspective independent of business | ||||||||||
executors. |
- 9 -
No. | Name | Number of the | ||||||||
Career summary, positions and responsibilities at the Company | shares of the | |||||||||
(Date of birth) | ||||||||||
Company held: | ||||||||||
July 1984 | Joined Japan Office of U.S. Meat Export Federation | |||||||||
January 1991 | Joined Estée Lauder Companies | |||||||||
March 1997 | Joined NIHON L'ORÉAL K.K. | |||||||||
Sachiko Awai | November 2004 | Joined GUERLAIN (LVJ Group) | ||||||||
May 2012 | Joined fitfit, inc. | |||||||||
(May 21, 1957) | ||||||||||
May 2013 | President and Representative Director of La Prairie Japan | |||||||||
(Age 67) | ||||||||||
January 2019 | General Manager, INCOCO Business Department of | |||||||||
Newport Ltd. | ||||||||||
Reappointment | Part Time Adviser, Natural Water Business Department of | |||||||||
Outside Director | Harves Co., Ltd. | |||||||||
Independent Officer | June 2019 | External Director (who is an Audit & Supervisory | ||||||||
Committee Member) of A.D.Works. Co., Ltd. | ||||||||||
[Attendance at the Board | April 2020 | External Director (who is an Audit & Supervisory | 0 | |||||||
of Directors Meetings in | Committee Member) of A.D.Works Group Co., Ltd. (to | |||||||||
FY2023] | present) | |||||||||
June 2020 | Outside Director of the Company (to present) | |||||||||
17/17 (100%) | ||||||||||
March 2022 | External Director (who is an Audit & Supervisory | |||||||||
7 | [Term of office as Outside | Committee Member) of BP Castrol K.K. (to present) | ||||||||
June 2023 | Outside Director of H.U. Group Holdings, Inc. (to | |||||||||
Director as of the day of | present) | |||||||||
the Annual General | ||||||||||
[Significant concurrent positions] | ||||||||||
Meeting of Shareholders] | ||||||||||
External Director (who is an Audit & Supervisory Committee Member) of | ||||||||||
4 years | ||||||||||
A.D.Works Group Co., Ltd. | ||||||||||
External Director (who is an Audit & Supervisory Committee Member) of BP | ||||||||||
Castrol K.K. | ||||||||||
Outside Director of H.U. Group Holdings, Inc. | ||||||||||
[Reasons for nomination as a candidate for Outside Director and expected roles] | ||||||||||
In addition to broad experience in overseas businesses and businesses targeting general consumers, Ms. Sachiko Awai also | ||||||||||
has knowledge and experience in corporate activities as a corporate manager. She has been providing appropriate advice | ||||||||||
from a fair and objective position as Outside Director. | ||||||||||
Based on these achievements, we nominated her as candidate for Outside Director in the belief that she is an essential | ||||||||||
person for realizing sustainable growth of corporate value of the Company. | ||||||||||
By utilizing her abundant management experience in overseas business and businesses targeting general consumers, the | ||||||||||
Company expects her to play a role to supervise the Company's management from an objective perspective independent of | ||||||||||
business executors. |
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Infocom Corporation published this content on 30 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 May 2024 01:07:07 UTC.