This document has been translated from a part of the Japanese original for reference purposes only. In the any discrepancy between this translated document and the Japanese original, the original shall prevail.
100th Ordinary General Shareholders Meeting: Notice of Convocation
Date and Time: Wednesday, June 28, 2023, at 10:00 a.m.
Venue: Head Office Main Building, Nissan Shatai Co., Ltd. 2-1 Tsutsumicho, Hiratsuka, Kanagawa
(Code no.: 7222) June 7, 2023
Dear shareholders:
2-1 Tsutsumicho, Hiratsuka, Kanagawa
Haruhiko Yoshimura, President
100th Ordinary General Shareholders Meeting: Notice of Convocation
Notice is hereby given that the 100th Ordinary General Shareholders Meeting of the Company (the "Meeting") will be held as described below. You are cordially invited to attend the Meeting.
When convoking this general shareholders meeting, we have taken measures for electronic provision regarding the information consisting of the Reference Materials for General Shareholders Meeting, etc. (Electronic Provision Measures Matters) and have posted the information on the Nissan Shatai website on the Internet, so please access the following website to confirm it.
Note that the paper-based documents we send out also serve as the paper-based documents stating the Electronic Provision Measures Matters stipulated in the items in the Companies Act, Article 325-3, Paragraph 1 which should be delivered to all of the shareholders who requested the delivery of paper-based documents.
Nissan Shatai website: https://www.nissan- shatai.co.jp/IR/TOPPAGE/index.html
(Please confirm the information by accessing the above website and selecting from the menus in the order "FOR INVESTORS," "Stocks & Bonds," "General Shareholders Meeting," "100th Ordinary General Shareholders Meeting: Notice of Convocation.")
Furthermore, the Electronic Provision Measures Matters are posted on the website of the Tokyo Stock Exchange in addition to the Nissan Shatai website, so please confirm them at the following link.
Tokyo Stock Exchange website (Listed Company Search) https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
(Please confirm the information by accessing the above Tokyo Stock Exchange website, entering and searching for the securities code (7222) in "Issue name (company name)" or "Code," selecting the items in the order of "Basic information" and "Documents for public inspection/PR information," and accessing the "Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting" field under "Filed information available for public inspection.")
Note that when not attending the Meeting in person, you can submit votes in writing or electronically (Internet, etc.), so please study the Reference Materials for General Shareholders Meeting and submit votes no later than 5:30 p.m. on June 27, 2023 (Tuesday).
Particulars
1. Date and Time
Wednesday, June 28, 2023 at 10:00 a.m.
2. Venue
Head Office Main Building
Nissan Shatai Co., Ltd.
2-1 Tsutsumicho, Hiratsuka, Kanagawa
3. Agenda Items Matters to be reported:
1. 100th fiscal Business Report (April 1, 2022 to March 31, 2023)
Consolidated Financial Statements, and Audit Reports by Accounting Auditor and the Board of Statutory Auditors
2. 100th fiscal Financial Statements (April 1, 2022 to March 31, 2023)
Matters to be resolved:
Proposal 1: Appropriation of Surplus
Proposal 2: Election of Six Directors
Proposal 3: Election of Two Statutory Auditors
Proposal 4: Election of one Substitute Statutory Auditor
4. Information concerning voting at the general shareholders meeting
- If voting forms are returned without any votes entered for any proposals, the shareholder will be counted as having voted yes.
- If a shareholder uses the Internet, etc. to vote more than once, the last votes by the Internet, etc. received will be counted.
- If a shareholder submits votes by using both the voting form and the Internet, etc., irrespective of the time the votes were received, the votes received using the Internet, etc. will be counted.
- When attending the Meeting in person, please present the enclosed voting form at reception.
- If any revisions are made to the Electronic Provision Measures Matters, the fact that an amendment has been made, the matters before the amendment and the matters after the amendment will be posted on the above Nissan Shatai website and the Tokyo Stock Exchange website on the Internet.
Reference Materials for General Shareholders Meeting
Proposals and Matters for Reference
Proposal 1: Appropriation of Surplus
Taking into account business performance in this fiscal year and the Company policy of paying stable dividends on an ongoing basis, it is proposed to pay a year-end dividend as detailed below.
Including the interim dividend already paid, this will result in a total dividend for this fiscal year of 13 yen per share, the same as in the previous fiscal year.
Details of Year-End Dividend
- Distribution of year-end dividend to shareholders and total amount:
6.5 yen per share of common stock in the Company
Total amount: 880,443,597 yen
- Effective date of distribution of surplus: June 29, 2023
Proposal 2: Election of Six Directors
The terms of office of all current directors (six directors) will expire at the close of the shareholders meeting. Therefore, the Company proposes to elect six directors.
The candidates for directors are as follows:
Number | ||||
Candidate | Name | Brief Personal Record, Positions, Responsibilities, and | of Shares | |
of the | ||||
Number | (Date of Birth) | Important Positions at Other Companies | ||
Company | ||||
Owned | ||||
Apr 1983: | Joined Nissan Motor Co., Ltd. | |||
Apr 2011: | Plant Manager, Oppama Plant, Nissan | |||
Motor Co., Ltd. | ||||
Apr 2014: | Alliance Global Director, Vehicle Process | |||
Engineering No.2 / VP, Vehicle | ||||
Production Engineering, Nissan Motor | ||||
Co., Ltd. | ||||
Aug 2015: | Alliance Global VP, Vehicle Production | |||
Haruhiko | Engineering, Nissan Motor Co., Ltd. | |||
Yoshimura | Apr 2016: | Corporate Vice President, Nissan Motor | ||
(June 25, 1959) | Co., Ltd. | 11,900 | ||
Male | Alliance Global VP Vehicle Production | shares | ||
Engineering, Nissan Motor Co., Ltd. | ||||
Reappointment | Apr 2020: | Executive Vice President, Nissan Shatai | ||
Co., Ltd. | ||||
Jun 2020: | President, Nissan Shatai Co., Ltd. | |||
(Current Position) | ||||
1 | Responsibilities at Nissan Shatai Co., Ltd.: | |||
Internal Audit Office, Division General Manager | ||||
Corporate Quality Assurance Div. | ||||
Important positions at other companies: | ||||
President, Nissan Shatai Kyushu Co., Ltd. | ||||
Reason for selection as a director candidate
Mr. Yoshimura, who is currently a director and the President of Nissan Shatai, oversees all business operations by using his strong leadership and many years of experience and extensive knowledge as a corporate manager. Since Mr. Yoshimura is well suited for achievement of the Medium-Term Management Plan formulated for the sustained growth of Nissan Shatai and the medium to long-term growth of corporate value and for the improvement of corporate governance, he is a candidate for re-election as a director.
Notes:
- There is no special interest between Nissan Shatai and Mr. Yoshimura.
- Within the past 10 years, Mr. Yoshimura was an executive officer of Nissan Motor, which is the parent company of Nissan Shatai. Information about Mr. Yoshimura's titles and duties at Nissan Motor during the past 10 years is shown above in "Brief
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Nissan Shatai Co. Ltd. published this content on 06 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 June 2023 00:59:09 UTC.