These documents have been translated from Japanese originals for reference purposes only.
In the event of any discrepancy between these translated documents and the Japanese originals, the originals shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translations.
(Securities Code 6789) March 6, 2023 (The starting date of the electronic provision measure February 28, 2023)
To Shareholders with Voting Rights:
Kohei Tanabe
President, Representative Director
Roland DG Corporation
1-6-4, Shinmiyakoda,
Kita-ku, Hamamatsu, Shizuoka,
Japan
NOTICE OF
THE 42nd ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 42nd Ordinary General Meeting (the "Meeting") of Shareholders of Roland DG Corporation (the "Company"). The Meeting will be held for the purposes as described below.
Upon convening the Meeting, the electronic provision measure is taken and information on matters to the electronic provision measure is posted as "NOTICE OF THE 42nd ORDINARY GENERAL MEETING OF SHAREHOLDERS" on the website at the following URL: https://ir.rolanddg.com/ja/ir/stock/meeting.html
Also, you may exercise your voting rights in writing or via the Internet prior to the Meeting in lieu of attending the Meeting. Please review the Reference Documents for the General Meeting of Shareholders included in the information on the electronic provision measure and exercise your voting rights no later than 5:20p.m. on Thursday, March 23 2023 Japan time.
- Date and Time:
- Place:
- Meeting Agenda: Matters to be reported:
Friday, March 24, 2023 at 1:00 p.m. Japan time
Heian Banquet Hall, 4th Floor at Okura Act City Hotel Hamamatsu 111-2 Itayamachi, Naka-ku, Hamamatsu, Shizuoka, Japan
- The Business Report, Consolidated Financial Statements and audit report on Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board for the Company's 42nd Fiscal Year (from January 1, 2022 to December 31, 2022)
- Non-ConsolidatedFinancial Statements for the Company's 42nd Fiscal Year (from January 1, 2022 to December 31, 2022)
Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Seven Directors
Proposal No. 3: Election of One Audit & Supervisory Board Member
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Note:
To shareholders who have not requested a paper copy, the reference documents for the General Meeting of Shareholders are sent as well.
In the paper copy to be sent to shareholders who have requested it, pursuant to applicable laws and regulations and Article 15 of the Company's Articles of Incorporation, the following matters are not set forth, so such paper copy is only a part of the documents that have been audited by the Audit
- Supervisory Board Members and the Accounting Auditor in the course of preparing the audit report.
- The Consolidated Statements of Changes in Net Assets and the Explanatory Notes on
Consolidated Financial Statements
・The Statements of Changes in Net Assets and the Explanatory Notes on Non-Consolidated Financial Statements
Any updates on matters to the electronic provision measure will be posted on the website as set forth herein.
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Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Appropriation of Surplus
Matters related to year-end dividends
The Company hereby proposes its year-end dividends for the fiscal year under review as follows, taking into consideration the Company's basic policy for shareholder returns as described below, consolidated financial results for the fiscal year under review, and the Company's future business plan.
Please be noted that in a case where this proposal is approved, total amount of dividend, including interim dividend, for the fiscal year under review will be 130 yen per share, an increase of 30 yen from the previous fiscal year.
Dividend policy
Shareholder return is a key managerial focus for the Company. We aim to provide stable dividends to our shareholders taking into account the cash needs for investment to drive sustainable growth as well as the risk, financial performance and stability.
Specifically, while also accounting for future business needs, we will set 30% payout ratio to consolidated net income and 2% dividend on equity (DOE) as our metrics and pay the higher of the two amounts in order to provide stable dividends to our shareholders.
- Type of dividends: Cash
-
Matters related to the allocation of dividend property to the shareholders and the total amount to be distributed:
80 yen per share of the Company's common stock
The total amount of the dividends to be distributed will be 1,000,496,240 yen. - Effective date of distribution of surplus:
March 27, 2023
30.5 | 32.2 |
3.8 | 2.5 |
49.6 | 37.4 | Annual | |
33.3 | cash | ||
dividends | |||
4.6 | 5.3 | per share | |
0.5 | (Yen) | ||
Interim | |||
dividends | |||
50 | per share | ||
(Yen) |
25
45
25
25
40 | Consolidat | |
ed payout | ||
ratio (%) |
60 | 80 | |||
DOE (%) | ||||
0 | ||||
10 |
38th | 39th | 40th | 41st | 42nd |
Business Term | Business Term | Business Term | Business Term | Business Term |
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Proposal No. 2: Election of Seven Directors
Election of six Directors was approved at the 41st Ordinary General Meeting of Shareholders held on March 24, 2022. The terms of office of all of these nine Directors will expire at the conclusion of this year's Ordinary General Meeting of Shareholders.
Accordingly, in order to further strengthen the supervision of business operation, the Company proposes to increase the number of its Outside Directors by one and to elect seven directors.
The candidates for Directors are as follows:
No | Name | Current position of the Company | ||
1 | Reelection | Kohei Tanabe | President, Representative Director | |
2 | Reelection | Toshiharu Uwai | Director Managing Executive Officer | |
3 | Reelection | Andrew Oransky | Director Managing Executive Officer | |
4 | Reelection | Osamu Hosokubo | Outside | Outside Director |
Independent | ||||
5 | Reelection | Naoko Okada | Outside | Outside Director |
Independent | ||||
6 | Reelection | Brian K. Heywood | Outside | Outside Director |
7 | New | Yasuhiro Kasahara | Outside | |
Independent | ||||
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Number of | ||||
Name | Career summary, significant concurrent positions, | shares of | ||
No. | the | |||
(Date of birth) | and current position and responsibilities at the Company | |||
Company | ||||
held | ||||
April 2000 | Joined Roland DG Corporation | |||
November 2012 | General Manager of Medical Business Unit | |||
January 2014 | Division Vice President of Market | |||
Development HQ | ||||
April 2015 | Executive Officer | |||
Division Vice President of Easy Shape | ||||
Business Development HQ | ||||
April 2017 | President , Representative Director of | |||
DGSHAPE Corporation | ||||
General Manager of DGSHAPE Market | ||||
Development Dept. of DGSHAPE | ||||
Corporation | ||||
March 2018 | Director of the Company | |||
Kohei Tanabe | In charge of 3D Business | |||
September 2018 | In charge of DP Business | |||
(August 23, 1977) | ||||
(45 years old) | Division President of DP Business Division | |||
March 2020 | President, Representative Director | |||
(Reelection) | In charge of COTO Business | 2,152 | ||
1 | In charge of DGSHAPE Business | |||
Attendance at the | March 2022 | President, Representative Director (current | shares | |
Board of | position) | |||
[Significant concurrent positions] | ||||
Directors | ||||
Not applicable | ||||
Meetings | ||||
[Special interests with the Company] | ||||
100% (17/17) | ||||
Not applicable | ||||
Reasons for the nomination of the candidate for director: Kohei Tanabe has been engaged in overseas sales and business development at the Company and has a wealth of experience and achievements. As president of DGSHAPE Corporation, a subsidiary of the Company, he has mainly contributed to the foundation and growth of the dental business, is in charge of the DP (Digital Printing) Business Division and has management experience as a director since 2018 and as president of the Company since 2020. Therefore, we have determined that he is qualified for the position of striving to plan and implement management strategies and supervising business operations of the Company and ask for your approval of our proposal to elect him as a director.
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Roland DG Corporation published this content on 28 February 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 February 2023 00:13:59 UTC.