To: Our Shareholders
I would like to express my sincere gratitude to you for your continued support.
While society undergoes various forms of change including the shrinking workforce and intensifying environmental issues, technological innovation is accelerating, as symbolized by the emergence of generative AI. There is growing potential for IT to solve problems that have been unsolved up to now.
NS Solutions Corporation will take these changes as opportunities and leverage digital technology, which is our strength, to actively initiate engagement with society and open up new possibilities.
With our PURPOSE, "Dream our future, unleash the possibilities of society, with technology and passion," we will promote sustainability management based on our value creation process, whereby contributing to the realization of a sustainable society as a member of the global community.
The NSSOL group has promoted business activities in accordance with the Medium-term Business Strategy 2021-2025. In the 44th fiscal year, we achieved record highs as well in both revenue and operating profit, exceeding our initial forecasts thanks to strong IT demand. Growth investments were also implemented smoothly as planned.
Given that the current Medium-term Business Strategy is outpacing the plan, and the external environment and IT megatrends are changing dramatically, we have positioned the fiscal year ending March 31, 2026, the 25th year of our establishment, as our second founding period and will launch new activities to prepare for the next stage. To lead the movement, we have formulated the "NSSOL 2030 Vision," which is what we aim for in 2030.
As the role of IT expands from solving the issues of individual companies and organizations to solving those of society as a whole and across industries, we aspire to grow out of our existing presence as a partner of individual companies and become a "producer" that envisions and realizes the future for society and businesses. We aim to achieve industry-leading business growth with the vision of becoming a "Social Value Producer with Digital" by 2030.
We ask for the continued understanding and support of our shareholders.
Yours truly,
Kazuhiko Tamaoki
Representative Director & President
NS Solutions Corporation
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This document has been translated from 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: 2327 May 31, 2024 (Date of commencement of electronic provision measures: May 27, 2024)
To Shareholders with Voting Rights:
Kazuhiko Tamaoki
Representative Director & President
NS Solutions Corporation
1-17, Toranomon 1-chome,Minato-ku,
Tokyo, Japan
NOTICE OF
THE 44TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We hereby inform you that the 44th Annual General Meeting of Shareholders (the "Meeting") of NS Solutions Corporation (the "Company") will be held as described below.
When convening this general meeting of shareholders, the Company has taken measures for providing information in electronic format (the "electronic provision measures") and has posted matters subject to the electronic provision measures as "Notice of the 44th Annual General Meeting of Shareholders" on the following Company website.
The Company website: https://www.nssol.nipponsteel.com/ir/shareholders.html
In addition to the website shown above, the Company also has posted the same information on the following websites on the internet.
The Tokyo Stock Exchange (TSE) website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
(To view the information, please access the TSE website shown above, enter the company name or securities code, click on "Search," and then select "Basic information" and "Documents for public inspection/PR information" in this order.
The Portal of Shareholders' Meeting (operated by Sumitomo Mitsui Trust Bank): https://www.soukai-portal.net
(Please scan the QR code printed on the enclosed Voting Rights Exercise Form or enter your ID and initial password.)
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Please note that the websites above may be temporarily inaccessible due to scheduled maintenance or other reasons.
If you are unable to view the website, please access other websites or try again later.
If you are unable to attend the meeting in person, you can exercise your voting rights in writing or via electromagnetic means. Please review the accompanying Reference Documents for the General Meeting of Shareholders and exercise your voting rights.
[When exercising voting rights in writing (Voting Rights Exercise Form)]
Please indicate your approval or disapproval of each Proposal on the enclosed Voting Rights Exercise Form and return it so that it can reach us no later than Tuesday, June 18, 2024 at 5:20 p.m. If there is no indication of approval or disapproval of each Proposal in the space provided, it shall be deemed as an indication of approval.
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[When exercising voting rights via electromagnetic means (the internet, etc.)]
In accordance with "Guide to Exercising Your Voting Rights Via the Internet, etc." (page 6) below (in Japanese), please access The Portal of Shareholders' Meeting site via the smartphone or other devices (by logging in the site with the log-in QR code indicated on the Voting Rights Exercise Form), or otherwise access The Portal of Shareholders' Meeting site (https://www.soukai-portal.net) or the voting rights exercise website (https://www.web54.net) via the internet, and exercise your voting rights no later than Tuesday, June 18, 2024 at 5:20 p.m. by entering your approval or disapproval, following the instructions on the screen.
[When a proxy exercises voting rights on your behalf]
Please have your proxy submit your Voting Rights Exercise Form and a form stating that you give power of attorney to your proxy. Only one shareholder entitled to exercise voting rights is qualified to be a proxy.
live-streaming of the General Meeting of Shareholders>
The Meeting will be live-streamedon the internet. For more details, please refer to "Guide to Live Online Streaming" on page 7 (in Japanese). Please note that you will not be able to exercise voting rights, ask questions, or make a motion while viewing the live-streamed meeting.
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1. Date and Time: Wednesday, June 19, 2024 at 10:00 a.m. Japan time (The reception will start at 9:00 am.)
2. Place: | Conference Room of the Company, 17F, Toranomon Hills Business Tower, |
1-17, Toranomon 1-chome,Minato-ku, Tokyo |
3. Meeting Agenda:
Matters to be reported: The Business Report, Consolidated Financial Statements for the
Company's 44th Fiscal Year (April 1, 2023-March 31, 2024), results of audits by the Accounting Auditor and the Audit & Supervisory Committee of the Consolidated Financial Statements, and Non-consolidated Financial Statements for the Company's 44th Fiscal Year (April 1, 2023-March 31, 2024)
Proposals to be resolved:
Proposal: Election of Ten (10) Directors (Excluding Directors Who Are Audit & Supervisory Committee Members)
(Notes)
- When attending the Meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
- If you plan to exercise your voting rights diversely, please notify the Company to that effect and of the reason thereof in writing or via electromagnetic means no later than Thursday, June 13, 2024.
- If any amendments are made to matters subject to the electronic provision measures, such amendments will be posted on the respective websites where the matters are posted.
-
The English versions of the notice of convocation and the Reference Documents for the General Meeting of Shareholders are placed and provided on the Company website shown below:
The Company website (https://www.nssol.nipponsteel.com/en/) - Pursuant to laws and regulations and Article 15 of the Articles of Incorporation of the Company, the following matters subject to the electronic provision measures are not included in the documents required to be sent to shareholders who make a request for delivery of documents.
- Consolidated Statement of Changes in Equity and Notes to Consolidated Financial Statements as part of Consolidated Financial Statements
- Non-consolidatedStatement of Changes in Equity and Notes to Non-consolidated Financial Statements
as part of Non-consolidated Financial Statements
Accordingly, the documents sent to shareholders constitute only part of the documents audited by the Accounting Auditor and the Audit & Supervisory Committee in the preparation of the Audit Report.
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Questions regarding the agenda of the Meeting will be accepted in advance via The Portal of Shareholders' Meeting. Of the questions we receive, we plan to share with you some of the items that we believe will be of interest to shareholders in general during the Meeting.
Period for accepting questions: Friday, May 31, 2024 to Monday, June 10, 2024 To send us your questions in advance, please access the following website: https://www.soukai-portal.net (in Japanese) - We appreciate your understanding in advance that no souvenirs will be provided to shareholders and no food or beverages will be available during the Meeting.
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Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal: Election of Ten (10) Directors (Excluding Directors Who Are Audit & Supervisory Committee Members)
The terms of office of all ten (10) Directors (excluding Directors who are Audit & Supervisory Committee Members) will expire at the close of the Meeting. Accordingly, the Company proposes to elect ten (10) Directors (excluding Directors who are Audit & Supervisory Committee Members).
The candidates for Directors are as follows.
No. | Name | Career summary, positions, responsibilities, | Number of | |
shares of the | ||||
(Date of birth) | and significant concurrent positions | |||
Company held | ||||
April 1985 | Joined Nippon Steel Corporation | |||
April 2001 | Seconded to the Company | |||
February 2002 | Director, Sales Department, Infrastructure | |||
Solutions Division-III of the Company | ||||
March 2003 | Left Nippon Steel Corporation | |||
April 2012 | Director, Human Resources Department of the | |||
Company | ||||
April 2015 | Executive Officer and Director, Human Resources | |||
Department of the Company | ||||
April 2016 | Executive Officer and Director, Retail & Service | |||
Business System Solutions Division, Industrial & | ||||
Retail Business System Solutions Bureau of the | ||||
Company | ||||
April 2018 | Executive Officer and Director, Human Resources | |||
Bureau of the Company | ||||
June 2018 | Executive Director, Executive Officer, and | |||
Director, Human Resources Bureau of the | ||||
Company | ||||
April 2019 | Executive Director and Senior Executive Officer in | |||
charge of Steelmaking System Solutions Units, | ||||
Kazuhiko Tamaoki | Sales Planning & Management Bureau, and | |||
Human Resources Bureau, and Director of Human | ||||
(December 2, 1961) | ||||
1 | Resources Bureau of the Company | 8,455 | ||
[Reappointment] | June 2020 | Executive Director and Senior Executive Officer in | ||
charge of Sales Planning & Management Bureau | ||||
and Human Resources Bureau, and Director of | ||||
Human Resources Bureau of the Company | ||||
April 2021 | Executive Director and Managing Executive | |||
Officer in charge of Sales Planning & Management | ||||
Bureau, Corporate Administration Bureau, | ||||
Corporate Planning & Strategic Alliance | ||||
Department, Accounting & Finance Department, | ||||
Legal & Intellectual Property Department, Human | ||||
Resources Bureau, and Internal Control & Audit | ||||
Department of the Company | ||||
June 2022 | Executive Director and Managing Executive | |||
Officer in charge of Corporate Administration | ||||
Bureau, Corporate Planning & Strategic Alliance | ||||
Department, Accounting & Finance Department, | ||||
Legal & Intellectual Property Department, Human | ||||
Resources Bureau, and Internal Control & Audit | ||||
Department of the Company | ||||
April 2023 | Representative Director & President of the | |||
Company | ||||
(to present) |
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No. | Name | Career summary, positions, responsibilities, | Number of | |
shares of the | ||||
(Date of birth) | and significant concurrent positions | |||
Company held | ||||
April 1986 | Joined Nippon Steel Corporation | |||
April 1992 | Chief Researcher, Semiconductor Substrate | |||
Technology Research Center, Electronics | ||||
Laboratories, Technology Development Bureau of | ||||
Nippon Steel Corporation | ||||
April 2001 | Seconded to Wacker NSCE Corporation | |||
SOI/SIMOX Group Leader | ||||
October 2004 | Transferred to Siltronic Japan Corporation (renamed | |||
in 2004) | ||||
August 2008 | President and Representative Director and General | |||
Manager, Sales Management Department of Siltronic | ||||
Japan Corporation | ||||
November 2012 | Left Siltronic Japan Corporation | |||
December 2012 | Joined Nippon Steel & Sumitomo Metal Corporation | |||
Senior Principal Manager, Corporate Planning | ||||
Division | ||||
April 2015 | Advisor of Nippon Steel & Sumitomo Metal | |||
Corporation | ||||
June 2015 | Audit & Supervisory Board Member of the Company | |||
April 2016 | Executive Officer of Nippon Steel & Sumitomo | |||
Metal Corporation | ||||
April 2017 | Executive Officer and General Manager, Business | |||
Process Reform Promotion Department of Nippon | ||||
Steel & Sumitomo Metal Corporation | ||||
April 2019 | Managing Executive Officer of Nippon Steel | |||
Corporation | ||||
Atsuki Matsumura | March 2020 | Left Nippon Steel Corporation | ||
2 | (May 18, 1961) | April 2020 | Joined the Company | 2,616 |
Managing Executive Officer in charge of | ||||
[Reappointment] | Steelmaking System Solutions Bureau and IoX | |||
Solution Business Promotion Department | ||||
June 2020 | Executive Director and Managing Executive Officer | |||
in charge of Steelmaking System Solutions Units and | ||||
IoX Solution Business Promotion Department of the | ||||
Company | ||||
April 2021 | Executive Director and Senior Managing Executive | |||
Officer in charge of Steelmaking System Solutions | ||||
Units and IoX Solution Business Promotion | ||||
Department of the Company | ||||
April 2022 | Executive Director and Senior Vice President in | |||
charge of Manufacturing Industry Digital | ||||
Transformation Center, Industrial Business System | ||||
Solutions Units, Steelmaking System Solutions Units, | ||||
and IoX Solution Business Promotion Department of | ||||
the Company | ||||
April 2023 | Executive Director and Senior Vice President in | |||
charge of Manufacturing Industry Digital | ||||
Transformation Center, Industrial Business System | ||||
Solutions Units, Steelmaking System Solutions Units, | ||||
and Technology Bureau of the Company | ||||
April 2024 | Executive Director and Senior Vice President in | |||
charge of Manufacturing Industry Digital | ||||
Transformation Center, Industrial Business System | ||||
Solutions Units, and Steelmaking System Solutions | ||||
Units | ||||
(to present) | ||||
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No. | Name | Career summary, positions, responsibilities, | Number of | |
shares of the | ||||
(Date of birth) | and significant concurrent positions | |||
Company held | ||||
April 1989 | Joined Nippon Steel Corporation | |||
April 2001 | Seconded to the Company | |||
March 2003 | Left Nippon Steel Corporation | |||
April 2005 | Director, Sales Department-I, Financial System | |||
Solutions Division of the Company | ||||
April 2010 | Director, Sales Department, Retail & Service | |||
Business System Solutions Division of the | ||||
Company | ||||
April 2011 | Deputy Director, Retail & Service Business | |||
System Solutions Division of the Company | ||||
October 2014 | Director, Sales Division, Financial System | |||
Solutions Bureau of the Company | ||||
April 2016 | Deputy Director, Financial System Solutions | |||
Bureau of the Company | ||||
April 2017 | Executive Officer and Deputy Director, Financial | |||
System Solutions Bureau of the Company | ||||
April 2018 | Executive Officer and Director, Retail & Service | |||
Masunao Kuroki | Business System Solutions Division, Industrial & | |||
Retail Business System Solutions Bureau of the | ||||
(January 10, 1967) | ||||
3 | Company | 2,742 | ||
[Reappointment] | April 2020 | Executive Officer and Director, Financial System | ||
Solutions Bureau of the Company | ||||
April 2021 | Senior Executive Officer and Director, Financial | |||
System Solutions Bureau of the Company | ||||
April 2022 | Senior Executive Officer in charge of Retail & | |||
Service Business System Solutions Units, | ||||
Financial System Solutions Units, and Sales | ||||
Planning & Management Bureau of the Company | ||||
June 2022 | Executive Director and Senior Executive Officer | |||
in charge of Retail & Service Business System | ||||
Solutions Units, Financial System Solutions Units, | ||||
and Sales Planning & Management Bureau of the | ||||
Company | ||||
April 2023 | Executive Director and Senior Executive Officer | |||
in charge of Digital Solution & Consulting Unit, | ||||
Retail & Service Business System Solutions Units, | ||||
Financial System Solutions Units, and Sales | ||||
Planning & Management Bureau of the Company | ||||
(to present) |
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No. | Name | Career summary, positions, responsibilities, | Number of | |
shares of the | ||||
(Date of birth) | and significant concurrent positions | |||
Company held | ||||
April 1991 | Joined Nippon Steel Corporation | |||
April 2001 | Seconded to the Company | |||
March 2003 | Left Nippon Steel Corporation | |||
October 2007 | Director, Technology Planning Department, IT | |||
Engineering Division, IT Infrastructure Solutions | ||||
Bureau of the Company | ||||
April 2009 | Director, IT Engineering Department, IT | |||
Engineering Division, IT Infrastructure Solutions | ||||
Bureau of the Company | ||||
April 2010 | Director, Systems Engineering Department-II, IT | |||
Engineering Division, IT Infrastructure Solutions | ||||
Bureau of the Company | ||||
April 2011 | Director, Systems Engineering Department-III, IT | |||
Engineering Division, IT Infrastructure Solutions | ||||
Bureau of the Company | ||||
April 2012 | Director, Systems Engineering Department-I, IT | |||
Tatsuya Endo | Engineering Division, IT Infrastructure Solutions | |||
4 | (June 16, 1964) | Bureau of the Company | 4,363 | |
April 2015 | Director, IT Service Solution Division, IT | |||
[Reappointment] | ||||
Infrastructure Solutions Bureau of the Company | ||||
April 2017 | Director, IT Infrastructure Service Engineering | |||
Division, IT Infrastructure Solutions Bureau of the | ||||
Company | ||||
April 2019 | Executive Officer and Deputy Director, IT | |||
Infrastructure Solutions Bureau of the Company | ||||
April 2020 | Executive Officer and Director, Public Sector | |||
System Solutions Division of the Company | ||||
April 2022 | Executive Officer and Director, IT Infrastructure | |||
Solutions Bureau of the Company | ||||
April 2023 | Senior Executive Officer in charge of Telecom | |||
Solutions Unit and IT Service & Engineering Unit | ||||
of the Company | ||||
June 2023 | Executive Director and Senior Executive Officer in | |||
charge of Telecom Solutions Unit and IT Service | ||||
& Engineering Unit of the Company | ||||
(to present) |
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No. | Name | Career summary, positions, responsibilities, | Number of | |
shares of the | ||||
(Date of birth) | and significant concurrent positions | |||
Company held | ||||
April 1989 | Joined Nippon Steel Corporation | |||
April 2001 | Seconded to the Company | |||
March 2003 | Left Nippon Steel Corporation | |||
April 2007 | Director, Sales Department-III, Industrial Business | |||
System Solutions Division of the Company | ||||
April 2008 | Director, Sales Department-IV, Industrial Business | |||
System Solutions Division of the Company | ||||
October 2008 | Director, Corporate Planning & Strategic Alliance | |||
Department of the Company | ||||
September 2009 | Director, IT Service Division, IT Infrastructure | |||
Solutions Bureau of the Company | ||||
March 2011 | Director, Data Center Division, IT Infrastructure | |||
Solutions Bureau of the Company | ||||
July 2012 | Seconded to NS Solutions (Shanghai) Co., Ltd. as | |||
Director & President | ||||
April 2016 | Director, IoX Solution Business Promotion | |||
Department of the Company | ||||
April 2020 | Executive Officer and Director, Retail & Service | |||
Business System Solutions Bureau of the Company | ||||
April 2022 | Executive Officer and Director, Corporate | |||
Akimi Tojo | Planning & Strategic Alliance Department of the | |||
Company | ||||
5 | (June 21, 1965) | 4,183 | ||
April 2023 | Senior Executive Officer in charge of Corporate | |||
[Reappointment] | Administration Bureau, Corporate Planning & | |||
Strategic Alliance Department, Accounting & | ||||
Finance Department, Legal & Intellectual Property | ||||
Department, Human Resources Bureau, and | ||||
Internal Control & Audit Department of the | ||||
Company | ||||
June 2023 | Executive Director and Senior Executive Officer in | |||
charge of Corporate Administration Bureau, | ||||
Corporate Planning & Strategic Alliance | ||||
Department, Accounting & Finance Department, | ||||
Legal & Intellectual Property Department, Human | ||||
Resources Bureau, and Internal Control & Audit | ||||
Department of the Company | ||||
January 2024 | Executive Director and Senior Executive Officer in | |||
charge of Transformation Center, Corporate | ||||
Administration Bureau, Corporate Planning & | ||||
Strategic Alliance Department, Accounting & | ||||
Finance Department, Legal & Intellectual Property | ||||
Department, Human Resources Bureau, and | ||||
Internal Control & Audit Department of the | ||||
Company | ||||
(to present) |
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No. | Name | Career summary, positions, responsibilities, | Number of | |
shares of the | ||||
(Date of birth) | and significant concurrent positions | |||
Company held | ||||
April 1991 | Joined Nippon Steel Corporation | |||
April 2001 | Seconded to the Company | |||
March 2003 | Left Nippon Steel Corporation | |||
April 2014 | Director, Systems Engineering Department-VIII, | |||
Industrial Business System Solutions Division, | ||||
Industrial & Retail Business System Solutions | ||||
Bureau of the Company | ||||
April 2015 | Director, Industrial Business System Solutions | |||
Division, Industrial & Retail Business System | ||||
Miho Kamada | Solutions Bureau of the Company | |||
6 | (July 2, 1966) | April 2016 | Director, Solutions Systems Engineering | 5,149 |
Department-III, Industrial Business System | ||||
[New appointment] | Solutions Division, Industrial & Retail Business | |||
System Solutions Bureau of the Company | ||||
July 2019 | Deputy Director, Technology Bureau of the | |||
Company | ||||
April 2021 | Executive Officer and Director, Technology | |||
Bureau of the Company | ||||
April 2024 | Executive Officer in charge of Technology Bureau | |||
and Work Practice Reform & Diversity Promotion | ||||
of the Company | ||||
(to present) |
Note: Ms. Miho Kamada's name in the family register is Ms. Miho Fukuyama.
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NS Solutions Corporation published this content on 27 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 May 2024 07:40:19 UTC.