Notice of Convocation of the 3rd Ordinary General Meeting of Shareholders

Transcription

1 To Shareholders Securities Code: 7199 June 7, 2018 Yoichi Shibata President Roppongi First Building Roppongi, Minato-ku, Tokyo Notice of Convocation of the 3rd Ordinary General Meeting of Shareholders (the Company ) hereby notifies you that the 3rd Ordinary General Meeting of Shareholders of the Company will be held as follows. Your attendance is respectfully requested. If you do not expect to attend the Meeting, you may exercise your voting rights in writing or by the Internet. After reviewing the following Reference Documents for General Meeting of Shareholders, please exercise your voting rights according to the instructions described below by no later than 6:30 p.m. on Wednesday, June 27, 2018 (Japan time). 1. Date and Time 3 p.m. on Thursday, June 28, 2018 (Doors will open at 2 p.m.) 2. Venue Room 1+2+3, Belle Salle Yaesu 3rd Floor of Yaesu First Financial Building 3-7 Yaesu 1-chome, Chuo-ku, Tokyo (Please refer to the guide map provided at the end of this Notice of Convocation for directions.) 3. Meeting Agenda Reports Resolutions Proposed resolution 1 Proposed resolution 2 1. Business Report for the 3rd term (from April; 1, 2017 to March 31, 2018), consolidated financial statements, and results of audit on the consolidated financial statements by Independent Auditors and the Audit & Supervisory Board 2. Report on non-consolidated financial statements for the 3 rd term (from April 1, 2017 to March 31, 2018) Partial Amendments to the Articles of Incorporation Election of six directors 1

2 4. Guide to Exercise Voting Rights (1) If you exercise your voting rights in writing Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form and return it so that it is received by 6:30 p.m. on Wednesday, June 27, 2018.(Japan time) (2) If you exercise your voting rights by Internet, etc. Please refer to the Guidance Note on the Exercise of Voting Rights via the Internet in the Attachment (pages 3 and 4) and exercise your voting rights by 6:30 p.m. on Wednesday, June 27, (Japan time) (3) If you exercise your voting rights both in writing and online If you exercise your voting rights both in writing and online, only the voting rights you exercise online will be counted. If you exercise your voting rights more than once online or redundantly with a personal computer or a smartphone, only the voting rights you exercise last will be counted. If you are attending the Meeting, the Company asks that you kindly submit the enclosed Voting Rights Exercise Form to the reception desk at the venue on the day of the General Meeting of Shareholders. We do not prepare gifts for shareholders who will be present at the general meeting of shareholders. If there are any corrections to the reference documents for the General Meeting of Shareholders, the Business Report, the non-consolidated financial statements and/or the consolidated financial statements, the matters after the corrections will be posted on the Company s website (Address: 2

3 Guidance Notes on Exercise of Voting Rights via the Internet If you exercise your voting rights via the Internet, you must acknowledge the following conditions. 1. Website for exercise of voting rights You can exercise your voting rights via the Internet only by using the website for the exercise of voting rights indicated below as designated by the Company. Address of website for exercise of voting rights: 2. How to exercise your voting rights (1) If you use a personal computer Please access the above link and enter your vote for or against the proposals according to the guidance on the screen by using the Voting Rights Exercise Code and Password stated on the enclosed Voting Rights Exercise Form. (2) If you use a smartphone You can exercise your voting rights from the website for exercise of voting rights for smartphones by scanning the Login QR Code for Website for Exercise of Voting Rights for Smartphone stated on the enclosed Voting Rights Exercise Form. This does not require the entry of Voting Rights Exercise Code and Password. If you change the details you have exercised after you have exercised your voting rights, you will need to scan the QR Code again and enter the Voting Rights Exercise Code and Password stated on the Voting Rights Exercise Form. (QR Code is the registered trademark of DENSO WAVE INCORPORATED.) 3. Handling of exercise of voting rights (1) The deadline for exercise of voting rights is 6:30 p.m. on Wednesday, June 27, (Japan time) Please exercise your voting rights early. (2) If you exercise your voting rights both in writing and online, only the voting rights you exercise online will be counted. If you exercise your voting rights more than once online or redundantly with a personal computer or a smartphone, only the voting rights you exercise last will be counted as effective voting rights. (3) The shareholders are required to bear the fees and charges for providers and telecommunications carriers (such as connection fees) upon using the website for exercise of voting rights. (4) Depending on the internet environment for the usage of personal computers and smartphones, etc., you may not be able to use the website for the exercise of voting rights. 3

4 4. Handling of the password and the code for exercise of voting rights (1) The password is important information for confirming that the person casting a vote is the shareholder who has the voting rights. The password must be carefully handled in the same way as the stamp for the seal and your PIN code. (2) If you fail to enter the correct password a certain number of times, you will not be able to use this password. If you need to request the reissue of the password, please follow the procedures according to the instructions on the screen. (3) The code for the exercise of voting rights that is stated on the form for the exercise of voting rights is effective only for this General Meeting of Shareholders. 5. Contact information for inquiries about the method of operation of personal computers, etc. (1) For questions about how to operate personal computers and other devices in the exercise of voting rights via the website described above, please contact the following entity. Sumitomo Mitsui Trust Bank, Ltd., telephone number exclusively for custody service web support: [Telephone] 0120 (652) 031 (Reception time 9:00 a.m. - 9:00 p.m.) (2) For any other inquiries, please contact the following entity. (i) Shareholders with an account with a securities company Shareholders with an account with a securities company are required to contact your securities company. (ii) Shareholders without an account with a securities company (shareholders with a specified account) Sumitomo Mitsui Trust Bank, Ltd., Stock Transfer Agency Business Planning Department [Telephone] 0120 (782) 031 (Reception time 9:00 a.m p.m. except for Saturdays, Sundays and holidays) End 4

5 Reference Documents for General Meeting of Shareholders Proposed resolution 1: Partial Amendments to the Articles of Incorporation 1. Reasons for the proposal The Company proposes to make partial amendments to provisions relating to the method of resolution of a General Meeting of Shareholders to eliminate a quorum based on Article 309, Paragraph 1 of the Companies Act for the purpose of facilitating the decision-making of the Company. 2. Detail of the amendments The details of the amendments are as fellows. Current Articles of Incorporation (Underlining denotes amendments.) Proposed Amendments Chapter 3: General Meeting of Shareholders (Method of Resolution) Chapter 3: General Meeting of Shareholders (Method of Resolution) Articles 14. Articles Unless otherwise provided for by laws, regulations or the Articles of Incorporation, the resolution of a general meeting of shareholders shall be made by a majority of the votes of the shareholders present at the meeting where the shareholders holding a majority of the votes of the shareholders who are entitled to exercise their votes are present. 1. Unless otherwise provided for by laws, regulations or the Articles of Incorporation, the resolution of a General Meeting of Shareholders shall be made by a majority of the votes of the shareholders present at the meeting. 2. (Omitted) 2. (Unchanged) 5

6 Proposed resolution 2: Election of Six directors The terms of office of all of the five directors will expire at the end of this Meeting. Accordingly, the Company proposes to elect six Directors, increasing the number by one Director to strengthen the management structure. The candidates for the directors are as follows: 6

7 No. 1 Name (Date of birth) Number of the Company s shares held Yoichi Shibata (December 25, 1959) 31,300 shares [Reappointment] Reason for nomination as director April 1982 April 1985 Brief career history, position and responsibility at (State of concurrent holding of important positions) December 2003 August 2007 April 2016 May 2016 July 2016 August 2016 November 2016 May 2017 July 2017 April 2018 Joined Satoshoji Corporation Joined Daishinpan Co., Ltd. (current APLUS Co., Ltd.) Joined Gulliver International Co., Ltd. (current IDOM Inc.) President of G-ONE Credit Services Co., Ltd. (current Premium Financial Services Co., Ltd.) CEO of Premium Financial Services Co., Ltd. Director of Eastern Commercial Leasing p.l.c. President and CEO of the Company President of PAS Co., Ltd. Director of Eastern Premium Services Co., Ltd. Chairman of Japan Warranty Association President of Premium Lease Co., Ltd. President and Director of PFS (Thailand) Co., Ltd. (Significant positions held concurrently) President of Premium Financial Services Co., Ltd. Director of Eastern Commercial Leasing p.l.c. Director of Eastern Premium Services Co., Ltd. President and Director of PFS (Thailand) Co., Ltd. We have decided to nominate Mr. Yoichi Shibata as a candidate for director because we believe that we can expect that he will play an adequate role in determining important management matters of the Company and supervising the execution of business as the representative director because he is the founder of the Group, possesses extensive experience and valuable knowledge as a business manager, has full knowledge of the businesses and management of the Group overall and takes the initiative to strengthen the governance system by increasing the number of outside directors and making the shift to a company with a board of auditors. No. Name (Date of birth) Brief career history, position and responsibility at 7

8 2 Number of the Company s shares held Yoshiyuki Tsuchiya (September 22, 1968) 8,000 shares [Reappointment] Reason for nomination as director April 1994 November 2007 July 2012 April 2016 July 2016 July 2016 June 2017 August 2017 (State of concurrent holding of important positions) Joined Gakken Credit Co., Ltd. (current JACCS Payment Solutions Co., Ltd.) Joined G-ONE Credit Services Co., Ltd. (current Premium Financial Services Co., Ltd.) Executive Officer of G-ONE Credit Services Co., Ltd. Managing Executive Officer of G-ONE Credit Services Co., Ltd. Executive Officer of the Company Director and Managing Executive Officer of Premium Financial Services Co., Ltd. Director of the Company Director, Managing Executive Officer and General Manager of the Credit Risk Management Division of Premium Financial Services Co., Ltd. (Significant positions held concurrently) Director, Managing Executive Officer and General Manager of the Credit Risk Management Division of Premium Financial Services Co., Ltd. We have decided to nominate Mr. Yoshiyuki Tsuchiya as a candidate for director because we believe that we can expect that he will play an adequate role in determining important management matters of the Company and supervising the execution of business as a director because he is one of the founding members of the Group and possesses extensive experience and valuable knowledge of overall sales, the receivables management business and the credit business, etc. 8

9 No. 3 Name (Date of birth) Number of the Company s shares held Toru Onuki (October 30, 1974) 12,000 shares [Reappointment] Reason for nomination as director April 1998 March 2004 June 2006 Brief career history, position and responsibility at (State of concurrent holding of important positions) December 2008 April 2014 April 2016 July 2016 June 2017 July 2017 April 2018 Joined ACOM Co., Ltd. Joined ISI Corporation Joined G-ONE Financial Services Co., Ltd. Joined G-ONE Credit Services Co., Ltd. (current Premium Financial Services Co., Ltd.) (employment transfer) Executive Officer of G-ONE Credit Services Co., Ltd. Managing Executive Officer of G-ONE Credit Services Co., Ltd. Managing Executive Officer of the Company Director of the Company Director and Managing Executive Officer of the Company Director, Managing Executive Officer and General Manager of the Management Strategy Division of the Company We have decided to nominate Mr. Toru Onuki as a candidate for director because we believe that we can expect that he will play an adequate role in determining important management matters of the Company and supervising the execution of business as a director because he is one of the founding members of the Group and possesses extensive experience and valuable knowledge that he has gained in the corporate departments (legal affairs, compliance, personnel and system, etc.), planning departments (management strategy and sales planning, etc.) and others. 9

10 No. 4 Name (Date of birth) Number of the Company s shares held Kunio Saito (April 25, 1972) 6,000 shares [New appointment] Reason for nomination as director April 1996 May 2007 October 2007 Brief career history, position and responsibility at (State of concurrent holding of important positions) December 2008 July 2012 July 2016 Joined APLUS Co., Ltd. Joined Interface Co., Ltd. Joined G-ONE Financial Services Co., Ltd. Joined G-ONE Credit Services Co., Ltd. (current Premium Financial Services Co., Ltd.) (employment transfer) Executive Officer of G-ONE Credit Services Co., Ltd. Director and Executive Officer of G-ONE Credit Services Co., Ltd. July 2017 Director and Senior Executive Officer of G- ONE Credit Services Co., Ltd. April 2018 April 2018 Director, Managing Executive Officer and General Manager of the Sales Promotion Division of G-ONE Credit Services Co., Ltd. President of Premium Lease Co., Ltd. (Significant positions held concurrently) Director, Managing Executive Officer and General Manager of the Sales Promotion Division of Premium Financial Services Co., Ltd. President of Premium Lease Co., Ltd. We have decided to nominate Mr. Kunio Saito as a candidate for director because we believe that we can expect that he will play an adequate role in determining important management matters of the Company and supervising the execution of business as a director because he is one of the founding members of the Group and possesses extensive experience and valuable knowledge of overall sales and the credit business, etc. 10

11 No. 5 Name (Date of birth) Number of the Company s shares held Tsuguhiro Nakagawa (April 8, 1960) [Reappointment / Outside director] April 1984 April 2006 October 2012 April 2016 June 2017 June 2017 Reason for nomination as outside Director Brief career history, position and responsibility at (State of concurrent holding of important positions) Joined Recruit Co., Ltd. (current Recruit Holdings Co., Ltd.) Executive Officer of Recruit Co., Ltd. Executive Officer of Recruit Marketing Partners Co., Ltd. Advisor to Recruit Marketing Partners Co., Ltd. Outside Director of the Company Outside Director of Synchro Food Co., Ltd. (Significant positions held concurrently) Outside Director of Synchro Food Co., Ltd. We have decided to nominate Mr. Tsuguhiro Nakagawa as a candidate for outside director because we believe that we can expect that he will play an adequate role in determining important management matters of the Company and supervising the execution of business as an outside director because he possesses extensive experience and valuable knowledge as a result of being involved in business and management through many years experience at Recruit Co., Ltd. (now Recruit Holdings Co., Ltd.) 11

12 No. 6 Name (Date of birth) Number of the Company s shares held Akemi Suzuki (November 8, 1976) [Reappointment / Outside director] October 2000 Brief career history, position and responsibility at (State of concurrent holding of important positions) Joined Nagashima Ohno & Tsunematsu October 2000 Registered as an attorney with Dai-Ichi Tokyo Bar Association (53rd term) September 2006 January 2011 June 2017 Reason for nomination as outside Director Worked for Mitsubishi International Corporation Partner of Nagashima Ohno & Tsunematsu Outside Director of the Company (Significant positions held concurrently) Partner of Nagashima Ohno & Tsunematsu We have decided to nominate Ms. Akemi Suzuki as a candidate for outside director because we believe that we can expect that he will play an adequate role in determining important management matters of the Company and supervising the execution of business as an outside director because she possesses extensive experience and professional knowledge that she has cultivated through her duties as a lawyer. Ms. Akemi Suzuki has never been involved in company management outside the capacity of outside director or outside auditor. Nevertheless, we believe that she is able to properly carry out the duties of outside director for the reasons above. (Notes) 1. None of the candidates for directors have any special interest in the Company. 2. Mr. Tsuguhiro Nakagawa and Ms. Akemi Suzuki are currently serving as Outside Directors of the Company, and their tenure as Outside Director will be one (1) year at the close of this General Meeting of Shareholders. 3. The Company has entered into a liability limitation agreement with Mr. Tsuguhiro Nakagawa and Ms. Akemi Suzuki pursuant to Article 427, Paragraph 1 of the Companies Act and the Articles of Incorporation of the Company, limiting their liability for damages as provided for under Article 423, Paragraph 1 of the Companies Act. The limitation of liability for damages under these agreements shall be one (1) million yen or the minimum liability amount stipulated by Article 425, Paragraph 1 of the Companies Act, whichever is higher, and the Company will extend the term of the agreements with them if their reappointment is approved. 4. The Company has designated Mr. Tsuguhiro Nakagawa as an independent officer under the regulations of the Tokyo Stock Exchange and filed him with the Tokyo Exchange as such. If his reappointment is approved, the Company will continue to designate him as an independent officer. End 12