NEC CAPITAL SOLUTIONS LIMITED Note:This is an English translation of the original in Japanese. In the event of any discrepancies between this translation and the Japanese original, the Japanese original shall prevail, and the Company is not responsible for any loss arising from such discrepancies.
Securities Code: 8793 June 6, 2024 (Date of commencement of electronic provision measures: May 30, 2024)
To Our Shareholders:
Notice of the Convocation of the 54th Ordinary General Meeting of Shareholders
Please be advised that the 54th Ordinary General Meeting of Shareholders (the "Meeting") of NEC Capital Solutions Limited (the "Company," together with its subsidiaries, the "Group") will be held as follows.
In convening this General Meeting of Shareholders, we have taken measures for providing information in electronic format (the "electronic provision measures"). Matters subject to the electronic provision measures have been posted on the following website as "Notice of the Convocation of the 54th Ordinary General Meeting of Shareholders."
The Company's website: https://www.necap.co.jp/english/ir/shareinfo/meeting.html
In addition to the above website, those matters have also been posted on the following website: The Tokyo Stock Exchange's website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
On the above website, please enter and search for the Company's name or securities code, and then select "Basic information" and "Documents for public inspection/PR information" in order to review the information.
If you are not attending the Meeting in person, you may exercise your voting rights in writing or through the Internet. Please review the Reference Documents for the General Meeting of Shareholders included in the matters subject to the electronic provision measures, and exercise your voting rights by 4 p.m. on Wednesday, June 26, 2024.
The proceedings on the day of the Meeting will be available for viewing on the Company's website specified above at a later date.
Yours sincerely, Masaaki Suganuma, President NEC Capital Solutions Limited
15-3 Konan 2-chome,Minato-ku, Tokyo
- Date and Time Thursday, June 27, 2024, from 10 a.m. (Doors open at 9:30 a.m.)
- Venue Large Hall A (5F, NIPPON LIFE HAMAMATSUCHO CREA TOWER), Hamamatsucho Convention Hall
3-1 Hamamatsucho 2-chome,Minato-ku, Tokyo
(No souvenirs to the shareholders present at the meeting are provided. Your understanding would be greatly appreciated.) - Purpose
Matters to be reported: Business report, consolidated financial statements, non-consolidated financial statements, and the results of auditing consolidated financial statements by the Accounting Auditor and the Board of Company Auditors for the 54th term (from April 1, 2023, to March 31, 2024)
Matters to be resolved:
Proposal Election of Nine (9) Directors
4. Information for exercising voting rights
(1) In case of exercising voting rights by postal mail
Please indicate either for or against the proposals on the Voting Rights Exercise Form and send the form by postal mail so that it is received by no later than 4 p.m. on Wednesday, June 26, 2024.
(2) In case of exercising voting rights through the Internet
Please cast a vote through the Internet by 4 p.m. on Wednesday, June 26, 2024. URL: https://www.web54.net
Notes
- Pursuant to the provisions of laws and regulations and the Articles of Incorporation of the Company, the following matters subject to the electronic provision measures are not included in the documents delivered to our shareholders who have requested delivery of documents. Please note that the Company Auditors and the Accounting Auditors have audited the documents subject to audits in preparing their Audit Report and Independent Auditor's Report, including the following documents.
- Notes to Consolidated Financial Statements
- Notes to Non-consolidated Financial Statements
- Any revisions to the matters subject to the electronic provision measures will be posted on the above- listed websites.
Reference Documents for the General Meeting of Shareholders
Proposal: Election of Nine (9) Directors
The terms of office for all nine (9) Directors will expire at the close of this Meeting. Accordingly, the Company proposes that the following nine (9) candidates for Director be elected. In selecting the candidates for Director, decisions are made by the Board of Directors after seeking advice from the Election and Compensation Committee, of which the majority of members are Independent Outside Directors.
The candidates for Director are as follows:
Current position and | Attendance | |||||||||
at meetings | ||||||||||
No. | Name | Gender | responsibilities in the | |||||||
of the Board | ||||||||||
Company | ||||||||||
of Directors | ||||||||||
1 | Masaaki Suganuma | Male | Representative Director and | 100% | ||||||
Reappointment | President | (14/14) | ||||||||
Representative Director, | 100% | |||||||||
2 | Masamitsu Kisaki | Male | Senior Executive Vice | |||||||
Reappointment | (14/14) | |||||||||
President | ||||||||||
3 | Takashi Arai | Male | Director, | 100% | ||||||
Reappointment | Senior Executive Officer | (14/14) | ||||||||
4 | Yuichi Tsukada | Male | Director, | 100% | ||||||
Reappointment | Senior Executive Officer | (10/10) | ||||||||
5 | Takashi Nawa | Male | Outside Director | 78% | ||||||
Reappointment | Outside | |||||||||
(11/14) | ||||||||||
Independent Director | ||||||||||
6 | Takako Hagiwara | Female | Outside Director | 100% | ||||||
Reappointment | Outside | |||||||||
(14/14) | ||||||||||
Independent Director | ||||||||||
7 | Asako Yamagami | Female | Outside Director | 100% | ||||||
Reappointment | Outside | |||||||||
(14/14) | ||||||||||
Independent Director | ||||||||||
8 | Satoshi Okubo | Male | Outside Director | 100% | ||||||
Reappointment | (14/14) | |||||||||
Outside | ||||||||||
9 | Shigeki Fujita | Male | Outside Director | 100% | ||||||
Reappointment | (10/10) | |||||||||
Outside | ||||||||||
Number | ||||||
Name | Brief personal profile, position, responsibilities in the Company | of | ||||
No. | Company | |||||
(Date of birth) | and significant concurrent positions | |||||
shares | ||||||
held | ||||||
Apr. 1987 | Joined NEC Corporation | |||||
Apr. 2008 | Chief Manager, Services Solution Department, | |||||
Retail and Service Solution Division, NEC | ||||||
Corporation. | ||||||
Oct. 2009 Chief Manager, Retail, Service, and Transportation | ||||||
Oct. 2010 | Sales Division, NEC Corporation | |||||
Chief Manager, New Business Promotion Division, | ||||||
July 2011 | NEC Corporation | |||||
General Manager, New Business Promotion | ||||||
Division, NEC Corporation | ||||||
Reappointment | ||||||
Apr. 2014 | Executive Officer, NEC Corporation | |||||
1 | Masaaki | Apr. 2022 | Senior Officer of the Company | 5,702 | ||
Suganuma | June 2022 | Representative Director and President of the | shares | |||
Company (incumbent) | ||||||
(June 28, | ||||||
(Reasons for selecting as the candidate for Director) | ||||||
1963) | ||||||
Mr. Masaaki Suganuma has been engaged in sales and new | ||||||
business promotion for many years and has abundant experience | ||||||
and deep insight as a corporate manager. He was appointed as | ||||||
Director of the Company in 2022 and has been directing its | ||||||
management as Representative Director and President. He is | ||||||
expected to contribute to sustainable growth of the Group and | ||||||
enhancement of the Company's corporate value over the mid- and | ||||||
long-term, and we propose that Mr. Suganuma continue to be | ||||||
elected as Director. |
Number | ||||||
Name | Brief personal profile, position, responsibilities in the Company | of | ||||
No. | Company | |||||
(Date of birth) | and significant concurrent positions | |||||
shares | ||||||
held | ||||||
Apr. 1986 | Joined NEC Corporation | |||||
Apr. 2006 | Chief Manager, Corporate Strategy Division, NEC | |||||
Apr. 2007 | Corporation | |||||
Assistant General Manager, Corporate Strategy | ||||||
Apr. 2012 | Division, NEC Corporation | |||||
Assistant General Manager, Corporate Strategy | ||||||
Apr. 2014 | Division, NEC Corporation | |||||
General Manager, Corporate Strategy Division, NEC | ||||||
June 2014 | Corporation | |||||
Outside Company Auditor of the Company | ||||||
June 2016 | Resigned as Outside Company Auditor of the | |||||
Apr. 2017 | Company | |||||
Director and Executive Officer, NEC Networks & | ||||||
System Integration Corporation | ||||||
Reappointment | ||||||
Jun. 2017 | Executive Officer of NEC Networks & System | 2,769 | ||||
2 | Masamitsu | Apr. 2022 | Integration Corporation | |||
Kisaki | Executive Officer of the Company | shares | ||||
June 2022 Director, Senior Executive Officer of the Company | ||||||
(May 1, 1963) | ||||||
Apr. 2023 | Director, Senior Executive Vice President of the | |||||
Company | ||||||
June 2023 Representative Director, Senior Executive Vice | ||||||
President of the Company (incumbent) |
(Reasons for selecting as the candidate for Director)
Mr. Masamitsu Kisaki has been engaged in corporate strategy for many years and has deep insight and abundant experience in overall business management. He was appointed as Director of the Company in 2022 and has served as Representative Director, Senior Executive Vice President since 2023. He is expected to contribute to sustainable growth of the Group and enhancement of the Company's corporate value over the mid- and long-term, and we propose that Mr. Kisaki continue to be elected as Director.
Number | ||||||
Name | Brief personal profile, position, responsibilities in the Company | of | ||||
No. | Company | |||||
(Date of birth) | and significant concurrent positions | |||||
shares | ||||||
held | ||||||
Apr. 1988 | Joined The Japan Development Bank (currently | |||||
Mar. 2008 | Development Bank of Japan Inc.) | |||||
Deputy General Manager, New Business and | ||||||
Technology Investment Group of Development | ||||||
June 2009 | Bank of Japan Inc. | |||||
Deputy General Manager, Corporate Investment | ||||||
June 2012 | Group of Development Bank of Japan Inc. | |||||
Deputy General Manager, Chugoku Branch of | ||||||
Apr. 2014 | Development Bank of Japan Inc. | |||||
Specialist under the direction of Senior Executive | ||||||
Officer of the Company and Executive Director of | ||||||
Apr. 2016 | RISA Partners, Inc. | |||||
Executive Officer of the Company and Executive | ||||||
Director of RISA Partners, Inc. | ||||||
Reappointment | Apr. 2017 | Executive Officer of the Company and Executive | ||||
Director of RISA Partners, Inc. | ||||||
3 | Takashi Arai | June 2021 | Director, Executive Officer of the Company | 4,254 | ||
(June 26, | Apr. 2022 | Director, Senior Executive Officer of the Company | shares | |||
1963) | (incumbent) | |||||
(Significant concurrent positions) | ||||||
Director of NEC Capital Solutions Singapore Pte. Limited | ||||||
Director of NEC Capital Solutions Malaysia Sdn. Bhd. | ||||||
Representative Director of OHANAPANA, Inc. | ||||||
(Reasons for selecting as the candidate for Director) | ||||||
Mr. Takashi Arai has abundant experience and deep insight in | ||||||
finance as well as extensive professional contacts in the finance | ||||||
industry, having worked at a financial institution. He has served | ||||||
as Executive Officer of the Company since 2016, was appointed | ||||||
as Director of the Company in 2021, and since 2022, he has | ||||||
served as | Director, Senior Executive Officer. He has fully |
demonstrated his experience and expertise for the expansion and promotion of the Group's business, and we propose that Mr. Arai continue to be elected as Director.
Number | ||||||
No. | Name | Brief personal profile, position, responsibilities in the Company | of | |||
Company | ||||||
(Date of birth) | and significant concurrent positions | |||||
shares | ||||||
held | ||||||
Apr. 1989 | Joined the Company | |||||
Apr. 2010 Department Manager of Business Management | ||||||
Department, Business Strategy Division of the | ||||||
Company | ||||||
May 2011 Department Manager, Human Resources | ||||||
Department of the Company | ||||||
Apr. 2012 Department Manager, Corporate Strategy | ||||||
Department and Department Manager, Human | ||||||
Apr. 2016 | Resources Department of the Company | |||||
Seconded to NEC Corporation (Manager, Business | ||||||
Finance Department, Corporate Finance Division of | ||||||
NEC Corporation) | ||||||
Reappointment | ||||||
Apr. 2020 General Manager, Business Promotion Division of | ||||||
Yuichi | the Company | |||||
4 | Apr. 2022 | Executive Officer of the Company | 3,042 | |||
Tsukada | ||||||
Apr. 2023 | Senior Executive Officer of the Company | shares | ||||
(December | ||||||
June 2023 | Director, Senior Executive Officer of the Company | |||||
22, 1966) | (incumbent) |
(Reasons for selecting as the candidate for Director)
Mr. Yuichi Tsukada joined the Company in 1989 and has engaged in corporate strategy and human resource services as well as lease financing sales. He has abundant experience and deep insight in overall finance business strategies. He was appointed as Executive Officer of the Company in 2022 and as Director of the Company in 2023 and has served as Director and Senior Executive Officer. He has fully demonstrated his experience and expertise for the expansion and promotion of the Group's business, and we propose that Mr. Tsukada continue to be elected as Director.
Number | |||||||||
No. | Name | Brief personal profile, position, responsibilities in the Company | of | ||||||
Company | |||||||||
(Date of birth) | and significant concurrent positions | ||||||||
shares | |||||||||
held | |||||||||
Apr. 1980 Joined Mitsubishi Corporation | |||||||||
Apr. 1991 Joined McKinsey & Company, Inc. | |||||||||
June 2001 Director of McKinsey & Company, Inc. | |||||||||
June 2010 Professor of Graduate School of International | |||||||||
Corporate Strategy, Hitotsubashi University | |||||||||
(currently Hitotsubashi University Business School, | |||||||||
School of International Corporate Strategy) | |||||||||
(incumbent) | |||||||||
June 2011 Outside Director of the Company (incumbent) | |||||||||
(Significant concurrent positions) | |||||||||
Representative Director and President of Genesis Partners, Co., | |||||||||
Ltd. | |||||||||
Outside Director of Sompo Holdings, Inc. | |||||||||
Professor, Kyoto University of Advanced Science Business School | |||||||||
Audit & Supervisory Board Member of The Asahi Shimbun | |||||||||
Reappointment | |||||||||
Company | |||||||||
(Reasons for selecting as the candidate for Outside Director and | |||||||||
5 | Independent | 0 shares | |||||||
outline of expected role) | |||||||||
Director | |||||||||
Takashi Nawa | Mr. Takashi Nawa has served as Professor of Hitotsubashi | ||||||||
University Business School, School of International Corporate | |||||||||
(June 8, 1957) | Strategy and has deep insight and abundant experience in overall | ||||||||
corporate management, carrying out activities to ensure adequacy | |||||||||
and appropriateness of the decision-making of the Board of | |||||||||
Directors of the Company by, for example, expressing opinions | |||||||||
and asking questions from his objective standpoint as Outside | |||||||||
Director. We propose that Mr. Nawa be elected as Outside | |||||||||
Director, not only as we expect him to continue with such | |||||||||
activities utilizing his insight and experience, but also by having | |||||||||
Mr. Nawa, an authority on CSV management, involve in | |||||||||
management, the Company may strongly promote its initiatives in | |||||||||
achieving CSV management that solves societal issues through its | |||||||||
business. In addition, we plan to continue his appointment as a | |||||||||
member of the Election and Compensation Committee after his | |||||||||
election. His term of office as Outside Director will be thirteen | |||||||||
(13) years at the close of this General Meeting of Shareholders. |
Number | |||||||||
No. | Name | Brief personal profile, position, responsibilities in the Company | of | ||||||
Company | |||||||||
(Date of birth) | and significant concurrent positions | ||||||||
shares | |||||||||
held | |||||||||
Apr. 1984 Joined Sony Corporation (currently Sony Group | |||||||||
Corporation) | |||||||||
Apr. 2002 General Manager, Network Service Business | |||||||||
Company Human Resources Department of Sony | |||||||||
Corporation | |||||||||
Apr. 2006 General Manager, Human Resources Development | |||||||||
Department of Sony Corporation | |||||||||
Feb. 2008 General Manager, Diversity Development | |||||||||
Department of Sony Corporation | |||||||||
Apr. 2014 Representative Director of Sony Kibou Corporation | |||||||||
and Sony Hikari Corporation (currently Sony | |||||||||
Kibou/Hikari Corporation) | |||||||||
Apr. 2014 External Assessment Committee Member of the | |||||||||
National Women's Education Center (incumbent) | |||||||||
Feb. 2015 Director and Chief Health Officer of Green House | |||||||||
Reappointment | Co., Ltd. | ||||||||
July 2020 Representative Director of DDD Co., Ltd. | |||||||||
Independent | (incumbent) | ||||||||
6 | Director | June 2021 Outside Director of the Company (incumbent) | 0 shares | ||||||
Takako | (Significant concurrent positions) | ||||||||
Outside Director of Twinbird Corporation | |||||||||
Hagiwara | |||||||||
Outside Director of INABATA & Co., Ltd. | |||||||||
(March 12, | |||||||||
(Reasons for selecting as the candidate for Outside Director and | |||||||||
1961) | |||||||||
outline of expected role) | |||||||||
Ms. Takako Hagiwara has served as Representative Director and | |||||||||
Outside Officer of other business corporations, and has abundant | |||||||||
experience as a corporate manager as well as deep insight in | |||||||||
human resources and personnel development, carrying out | |||||||||
activities to ensure adequacy and appropriateness of the decision- | |||||||||
making of the Board of Directors of the Company by, for | |||||||||
example, expressing opinions and asking questions from her | |||||||||
objective standpoint as Outside Director. We propose that Ms. | |||||||||
Hagiwara be elected as Outside Director as we expect her to | |||||||||
continue with such activities utilizing her insight and experience. | |||||||||
In addition, we plan to continue her appointment as a member of | |||||||||
the Election and Compensation Committee after her election. Her | |||||||||
term of office as Outside Director will be three (3) years at the | |||||||||
close of this General Meeting of Shareholders. |
Number | |||||||||
No. | Name | Brief personal profile, position, responsibilities in the Company | of | ||||||
Company | |||||||||
(Date of birth) | and significant concurrent positions | ||||||||
shares | |||||||||
held | |||||||||
Apr. 1999 Registered as an attorney-at-law | |||||||||
Joined Taiyo Law Office (currently Paul Hastings, | |||||||||
LLP) | |||||||||
Oct. 2005 Seconded to The Walt Disney Company (Japan) Ltd. | |||||||||
May 2006 Joined IBM Japan, Ltd. | |||||||||
July 2012 Partner of Natori Law Office (currently ITN | |||||||||
Partners) (incumbent) | |||||||||
Jan. 2016 Director, Office of International Affairs of Japan | |||||||||
Federation of Bar Associations | |||||||||
June 2021 Outside Director of the Company (incumbent) | |||||||||
(Significant concurrent positions) | |||||||||
External Director, Audit and Supervisory Committee Member of | |||||||||
Reappointment | Kagome Co., Ltd. | ||||||||
External Director, Audit and Supervisory Committee Member of | |||||||||
Independent | Nikon Corporation | ||||||||
Director | |||||||||
7 | (Reasons for selecting as the candidate for Outside Director and | 0 shares | |||||||
Asako | outline of expected role) | ||||||||
Ms. Asako Yamagami has expert knowledge and experience in | |||||||||
Yamagami | |||||||||
subjects including corporate legal affairs, governance, | |||||||||
(January 1, | |||||||||
international legal affairs and compliance as an attorney-at-law. | |||||||||
1970) | |||||||||
In addition, she is currently serving as an outside officer of other | |||||||||
business corporations, and has been carrying out activities to | |||||||||
ensure adequacy and appropriateness of the decision-making of | |||||||||
the Board of Directors of the Company by, for example, | |||||||||
expressing opinions and asking questions from her objective | |||||||||
standpoint as Outside Director. We propose that Ms. Yamagami | |||||||||
be elected as Outside Director as we expect her to continue with | |||||||||
such activities utilizing her insight and experience. In addition, | |||||||||
we plan to continue her appointment as a member of the Election | |||||||||
and Compensation Committee after her election. Her term of | |||||||||
office as Outside Director will be three (3) years at the close of | |||||||||
this General Meeting of Shareholders. |
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Disclaimer
NEC Capital Solutions Limited 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 00:23:04 UTC.
