(TRANSLATION FOR REFERENCE PURPOSES ONLY) Notice of the 74th Ordinary General Meeting of Shareholders

Transcription

1 To Our Shareholders with Voting Rights (TRANSLATION FOR REFERENCE PURPOSES ONLY) Kimikazu Aida President and CEO AIDA ENGINEERING, LTD. 2-10, Ohyama-cho, Sagamihara, Kanagawa , Japan Securities code: 6118 June 5, 2009 Notice of the 74th Ordinary General Meeting of Shareholders Dear Shareholders: We are delighted to convey our wishes for your health and success with this notice. You are cordially invited to attend the 74th Ordinary General Meeting of Shareholders of AIDA ENGINEERING, LTD. (hereinafter, the Company ), to be held as described below. If you are unable to attend the meeting, you may exercise your voting rights in writing. Please review the reference documents for the general meeting of shareholders provided in the following pages, indicate your vote of approval or disapproval in the enclosed Exercise Voting Rights Form and return the form to us by mail so that it reaches us by no later than 5:00 p.m., Thursday, June 25, Date: 10:30 a.m., Friday, June 26, Place: The conference room in our company 2-10 Ohyama-cho, Sagamihara, Kanagawa , Japan (The place for this General Meeting of Shareholders has been changed. To attend the meeting, please refer to the Access to Location of Ordinary General Meeting of Shareholders is to be held at the end of this document.) 3. Objectives of the Meeting: Reports: 1. Business Report, Consolidated Financial Documents and the report on the Financial Documents for the 74th Fiscal Year (from April 1, 2008 to March 31, 2009) 2. Audit Reports of the Accounting Auditors and Board of Statutory Auditors for the Consolidated Financial Documents for the 74th Fiscal Year (from April 1, 2008, to March 31, 2009) Agenda: Proposal 1 Proposal 2 Proposal 3 Proposal 4 Proposal 5 Appropriation of Retained Earnings Partial Amendment to the Articles of Incorporation Election of Eight (8) Directors Election of One (1) Statutory Auditor Election of Accounting Auditors (Attention) For those attending, please present the enclosed Voting Rights Exercise Form at the reception desk upon arrival at the meeting. (General Information) In the case of any occurrence of events that may cause any change to the reference documents for the general meeting of shareholders and attachments thereto, such change will be announced on the website of the Company ( on the Internet. Note: 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. 1

2 Reference Documents for the General Meeting of Shareholders 1. Proposals and references Proposal 1-Appropriation of Retained Earnings The Company strives to increase its corporate value and to ensure continuous growth of earnings per share by strengthening its operation basis, improving Company quality and by carrying out its operation from a global perspective, while recognizing that improvement of profit distribution to shareholders is one of our most important management issues. The basic dividend policy of the Company is to maintain and ensure stable dividends at appropriate levels in the long and medium terms, and we hope to increase the payments by profits to our shareholders targeting 30% of the consolidated dividend payout ratio in light of the performance of each fiscal year. In addition, during this fiscal year, the Company conducted share buy-back in order to distribute profits to shareholders and to implement expeditious capital policy in this fiscal year. In the future, the Company will carry out timely and appropriate profit distribution measures on the basis of suitability, taking into account such matters as the management environment, etc. Regarding internal reserve funds, the Company will apply them toward R&D activities, capital expenditure to improve production efficiency and quality, and strengthening of global business operations in order to realize the purpose of Mid-term Management Plan. We hereby propose that the dividends for this fiscal year are 5 of the regular dividend. Consequently, the consolidated dividend payout ratio for this fiscal year becomes 40.3%. 1. Matters relating to year-end dividends (1) Category of dividend assets Cash (2) Matters relating to the allocation of dividend assets and the total amount of such allocation 5 per share of the Company s common stock the total payment: 319,244,220 (3) Date on which the dividend of retained earnings shall take effect June 29, Matters relating to the appropriation of retained earnings (1) Category of reduced retained earnings and the total amount of such reduction Reserves for dividends 310,000,000 (2) Category of increased retained earnings and the total amount of such increase Earned surplus carried forward: 310,000,000 Proposal 2-Partial Amendment to the Articles of Incorporation 1. Reasons for amendment (1) Reflecting the enforcement of the Act for Partial Amendments of the Law Concerning Book-Entry Transfer of Corporate Bonds and Other Securities for the Purpose of Streamlining the Settlement of Trades of Stocks and Other Securities (Act No. 88 of 2004) on January 5, 2009 and the simultaneous implementation of the dematerialization of shares of listed companies, the provision regarding issuance of certificates of shares set forth in Article 7, the provision regarding non-issuance of share certificates for less-than-one-unit shares set forth in Article 8, Paragraph 2 and the provisions regarding de facto shareholders set forth in Article 9 and the register of de facto shareholders set forth in Article 12, Paragraph 3 of the current Articles of Incorporation, shall become unnecessary, and therefore, these provisions shall be deleted. 2

3 (2) In order to move the provision regarding the register of lost share certificates set forth in Article 12, Paragraph 3 of the current Articles of Incorporation, which will expire as of January 6, 2010, supplementary provisions are newly established. (3) With respect to the effective term of pre-election of substitute auditors, etc., new provisions shall be added to Article 33 of the current Articles of Incorporation. (4) In addition to the above, all changes required in respect of the adjustment of the numbering of provisions and any lexical improvements, etc. shall be made. 2. Proposed Amendment It is hereby proposed to amend as follows the comparative table of current Articles of Incorporation and the new amendment thereto. (Amendment underlined) Current Articles of Incorporation Proposed Amendment Articles 1 to 6 (Provisions omitted) Articles 1 to 6 (Same as current provisions) Article 7. (Issuance of Certificates of Shares) The Company shall issue certificates of shares. Article 8. (Number of Shares Constituting One Unit and Non-issuance of Share Certificates for Less-than-one-unit Shares) 1. The number of shares constituting one unit of shares of the Company shall be one hundred (100) shares. 2. Notwithstanding the preceding Article, the Company shall not issue share certificates for shares that do not constitute one unit of shares ( less-than-one-unit shares ). Provided, however, this provision shall not apply to the cases provided for by the Rules for Handling Shares. Article 9. (Rights Pertaining to Less-than-one-unit Shares) Any shareholder of the Company (including de facto shareholders, hereinafter the same is applicable) shall not exercise any right pertaining to such shareholder s shares that constitute less than one unit shares, except the following rights; (1) Rights set forth in Paragraph 2 of Article 189 of the Corporation Law; (2) Right to submit a request pursuant to the provisions of Paragraph 1 of Article 166 of the Corporation Law; (3) Right to be allotted shares for subscription or stock acquisition rights for subscription in proportion to the number of shares owned by the shareholder; and (4) Right to submit a request pursuant to the following Article. Article 10. (Further Purchasing by Shareholders of Less-than-one-unit Shares) Any shareholder of the Company may request the Company to sell them the exact number of shares that would constitute one unit of shares, together with the less-than-one-unit shares owned by the shareholder, in compliance with the Rules for Handling Shares. (Deleted) Article 7. (Number of Shares Constituting One Unit) The number of shares constituting one unit of shares of the Company shall be one hundred (100) shares. (Deleted) Article 8. (Rights Pertaining to Less-than-one-unit Shares) Any shareholder of the Company shall not exercise any right pertaining to such shareholder s shares that constitute less than one unit shares, except the following rights; (1) Rights set forth in Paragraph 2 of Article 189 of the Corporation Law; (2) Right to submit a request pursuant to the provisions of Paragraph 1 of Article 166 of the Corporation Law; (3) Right to be allotted shares for subscription or stock acquisition rights for subscription in proportion to the number of shares owned by the shareholder; and (4) Right to submit a request pursuant to the following Article. Article 9. (Further Purchasing by Shareholders of Less-than-one-unit Shares) Any shareholder of the Company may request the Company to sell them the exact number of shares that would constitute one unit of shares, together with the less-than-one-unit shares owned by the shareholder, in compliance with the Rules for Handling Shares. 3

4 Current Articles of Incorporation Article 11. (Provision omitted) Article 12. (Administrator of Shareholder Registry) 1. The Company shall appoint an administrator of shareholder registry. 2. Said administrator of shareholder registry and the place of handling of the shares shall be determined by a resolution of the board of directors and public notice thereof shall be made. 3. The preparation and storage of the Register of Shareholders (including the register of de facto shareholders, hereinafter the same is applicable), the register of stock acquisition rights, and the register of lost share certificates of the Company and other procedures relating to the shares shall be delegated to the administrator of shareholder registry and shall not be handled by the Company. Articles 13 to 17 (Provisions omitted) Article 18. (Method of Adopting Resolution) 1. Unless otherwise provided by law, ordinances, or these Articles of Incorporation, all resolutions of the general meetings of shareholders shall be adopted by a majority of the voting rights of the shareholders present at the meeting that are entitled to exercise their voting rights. 2. A resolution set forth in Paragraph 2 of Article 309 of the Corporation Law shall be adopted at the general meeting of shareholders by not less than two-thirds (2/3) of the voting rights of the shareholders present at the meeting where the shareholders holding not less than one-third (1/3) of such voting rights of the shareholders that are entitled to exercise their voting rights are present. Articles 19 to 21 (Provisions omitted) Article 22. (Election) 1. Directors shall be elected at a general meeting of shareholders. 2. A resolution to elect directors shall be adopted by a majority of the voting rights of the shareholders present at a general meeting of shareholders where the shareholders holding not less than one-third (1/3) of the voting rights of the shareholders that are entitled to exercise said voting rights are present. 3. No cumulative voting shall be used for the election of directors. Articles 23 to 31 (Provisions omitted) Article 32. (Election) 1. Auditors shall be elected at a general meeting of shareholders. 2. A resolution to elect auditors shall be adopted by a majority of the voting rights of the shareholders Proposed Amendment Article 10. (Same as current provision) Article 11. (Administrator of Shareholder Registry) 1. The Company shall appoint an administrator of shareholder registry. 2. Said administrator of shareholder registry and the place of handling of the shares shall be determined by a resolution of the board of directors and public notice thereof shall be made. 3. The preparation and storage of the Register of Shareholders and the register of stock acquisition rights of the Company and other procedures relating to the shares shall be delegated to the administrator of shareholder registry and shall not be handled by the Company. Articles 12 to 16 (Same as current provisions) Article 17. (Method of Adopting Resolution) 1. Unless otherwise provided by law, ordinances, or these Articles of Incorporation, all resolutions of the general meetings of shareholders shall be adopted by a majority of the voting rights of the shareholders present at the meeting that are entitled to exercise their voting rights. 2. A resolution set forth in Paragraph 2 of Article 309 of the Corporation Law shall be adopted at the general meeting of shareholders by not less than two-thirds (2/3) of the voting rights of the shareholders present at the meeting where the shareholders holding not less than one-third (1/3) of such voting rights of the shareholders that are entitled to exercise their voting rights are present. Articles 18 to 20 (Same as current provisions) Article 21. (Election) 1. Directors shall be elected at a general meeting of shareholders. 2. A resolution to elect directors shall be adopted by a majority of the voting rights of the shareholders present at a general meeting of shareholders where the shareholders holding not less than one-third (1/3) of the voting rights of the shareholders that are entitled to exercise said voting rights are present. 3. No cumulative voting shall be used for the election of directors. Articles 22 to 30 ( Same as current provisions) Article 31. (Election) 1. Auditors shall be elected at a general meeting of shareholders. 2. A resolution to elect auditors shall be adopted by a majority of the voting rights of the shareholders 4

5 Current Articles of Incorporation present at a general meeting of shareholders where the shareholders holding not less than one-third (1/3) of the voting rights of the shareholders that are entitled to exercise said voting rights are present. Article 33. (Term of Office) 1. The term of office of statutory auditors shall expire at the conclusion of the ordinary general meeting of shareholders relating to the last fiscal year ending within four (4) years after their election. 2. The term of office of any auditor elected to fill a vacancy shall expire when the term of office of retiring auditors would have expired. (Newly added) (Newly added) Articles 34 to 41 (Provisions omitted) Article 42. (Introduction, etc. of Take-Over Defense Plan) 1. Introduction, continuance and abolishment of a take-over defense plan may be determined by the resolution of the general meeting of shareholders. 2. Introduction, continuance and abolishment of a take-over defense plan as stated in the preceding paragraph shall mean that, with respect to the purchase of rights such as shares issued by the Company, the Company (i) establishes the procedures to be followed by the persons who make such purchase and the countermeasures, etc. against persons who violate such procedures, (ii) continues to apply such procedures and countermeasures, etc. or (iii) abolishes the same, in order to avoid the situation in which decisions on the Company s financial and business policies are controlled by persons who are inappropriate in light of the basic policy concerning what and how a person controlling decisions on the Company s financial and business policies should be. Article 43. (Provision omitted) Proposed Amendment present at a general meeting of shareholders where the shareholders holding not less than one-third (1/3) of the voting rights of the shareholders that are entitled to exercise said voting rights are present. Article 32. (Term of Office) 1. The term of office of statutory auditors shall expire at the conclusion of the ordinary general meeting of shareholders relating to the last fiscal year ending within four (4) years after their election. 2. The term of office of any auditor elected to fill a vacancy shall expire when the term of office of retiring auditors would have expired. 3. The effective term of the resolution to elect a substitute auditor elected in accordance with Article 329, Paragraph 2 of the Corporation Law shall expire at the conclusion of the ordinary general meeting of shareholders relating to the last fiscal year ending within four (4) years after his/her election. 4. In the event that the substitute auditor specified in the preceding paragraph assumes office as a statutory auditor, his/her term of office shall expire when the term of office of retiring auditors would have expired; provided, however, that the term of office may not exceed the conclusion of the ordinary general meeting of shareholders relating to the last fiscal year ending within four (4) years after his/her election. Articles 33 to 40 (Same as current provisions) Article 41. (Introduction, etc. of Take-Over Defense Plan) 1. Introduction, continuance and abolishment of a take-over defense plan may be determined by the resolution of the general meeting of shareholders. 2. Introduction, continuance and abolishment of a take-over defense plan as stated in the preceding paragraph shall mean that, with respect to the purchase of rights such as shares issued by the Company, the Company (i) establishes the procedures to be followed by the persons who make such purchase and the countermeasures, etc. against persons who violate such procedures, (ii) continues to apply such procedures and countermeasures, etc. or (iii) abolishes the same, in order to avoid the situation in which decisions on the Company s financial and business policies are controlled by persons who are inappropriate in light of the basic policy concerning what and how a person controlling decisions on the Company s financial and business policies should be. Article 42. (Same as current provisions) 5

6 Current Articles of Incorporation (Newly added) Proposed Amendment Supplementary Provisions Article 1. The preparation and storage of the register of lost share certificates of the Company and other procedures relating to the register of lost share certificates shall be delegated to the administrator of shareholder registry and shall not be handled by the Company. Article 2. The preceding article and this article shall remain effective until January 5, 2010, and the preceding article and this article shall be deleted upon January 6, Some literal changes were made in the Japanese version but with no effect on the English translation. Proposal 3-Election of Eight (8) Directors Eight (8) Directors, Kimikazu Aida, Masaharu Sakaki, Naoyoshi Nakanishi, Nobuyoshi Maeda, Takashi Yagi, Eiji Takei, Takao Mikoshiba and Hiroo Wakabayashi, will retire from their posts at the conclusion of this General Meeting of Shareholders when their terms of office will expire. Accordingly, it is proposed to shareholders to elect eight (8) Directors The nominees for Directors are listed below. No. 1 2 Name (Date of birth) Kimikazu Aida (December 13, 1951) Masaharu Sakaki (July 29, 1953) Brief personal history, position, duties and the representative positions in other corporations, etc. December 1976 June 1982 September 1989 April 1992 April 2001 March 1977 June 2004 May 2006 April 2007 March 2009 Representative Director, AIDA ENGINEERING, LTD. President, AIDA ENGINEERING, LTD. Chief Executive Officer (CEO), AIDA ENGINEERING, LTD. Senior Executive Officer Division Manager, Sales & Marketing Headquarters Division Manager of Products Business Headquarters No. of the Company s shares held 1,289,292 39,837 Representative positions in other corporations, etc.: Chairman, AIDA AMERICA CORP. Chairman, AIDA S.r.l. 6

7 No. 3 Name (Date of birth) Naoyoshi Nakanishi (June 3, 1951) Brief personal history, position, duties and the representative positions in other corporations, etc. March 1970 June 1997 May 2000 April 2001 June 2001 March 2009 Executive Director, AIDA ENGINEERING, LTD. Executive Officer, AIDA ENGINEERING, LTD. Division Manager of Parts and Materials Headquarters No. of the Company s shares held 102, Nobuyoshi Maeda (August 27, 1948) Takashi Yagi (February 27, 1954) March 1971 June 1999 June 2001 January 2005 April 2005 February 2006 June 2006 March 1977 October 2003 February 2004 April 2008 June 2008 March 2009 Representative positions in other corporations, etc.: Chairman, Representative Director, ACCESS CO., LTD Chairman, AIDA MANUFACTURING (MALAYSIA) SDN. BHD. Resignation from the Board Retirement from AIDA ENGINEERING, LTD. Corporate Adviser for AIDA ENGINEERING, LTD. Division Manager, Research & Development Headquarters, Director, Executive Officer, AIDA ENGINEERING, LTD. General Manager, High Speed Precision-Products Division Operating Officer Division Manager, Engineering Headquarters Deputy Division Manager of Products Business Headquarter 42,732 16,103 7

8 No. 6 Name (Date of birth) Eiji Takei (August 22, 1957) Brief personal history, position, duties and the representative positions in other corporations, etc. March 1982 May 2004 June 2004 May 2006 June 2008 Deputy Division Manager, Administration Headquarters Operating Officer General Manager, Business Projection & Administration Headquarters (current position) No. of the Company s shares held 27, Takao Mikoshiba (May 2, 1931) Hiroo Wakabayashi (August 23, 1943) June 1994 May 2003 June 2004 July 1997 April 2000 July 2004 July 2005 June 2007 June 2007 June 2007 June 2008 Representative positions in other corporations, etc.: Chairman, AIDA STAMPING TECHNOLOGY PTE. LTD. Chairman, AIDA HONG KONG LTD. Chairman, AIDA ENGINEERING CHINA CO., LTD. Executive Vice President, Ishikawajima-Harima Heavy Industries Co., Ltd. Chairman, Japan Forming Machinery Association Director, The Dai-ichi Mutual Life Insurance Company Executive Director, The Dai-ichi Mutual Life Insurance Company Senior Executive Officer, The Dai-ichi Mutual Life Insurance Company Director, Senior Executive Officer, The Dai-ichi Mutual Life Insurance Company Chairman, Representative Director, NIHON BUSSAN Corporation (current position) Director, IBJ Leasing Company, Limited Corporate Auditor, CMK Corporation 4,493 2,246 Representative positions in other corporations, etc.: Chairman, Representative Director, NIHON BUSSAN Corporation (Note) 1. The above nominees have no special interest with the Company. 2. Takao Mikoshiba and Hiroo Wakabayashi are nominees for the Outside Directors as stipulated in Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of the Corporation Law. 3. Special instructions regarding the nominees for the Outside Directors are as follows: 8

9 (i) Reasons for electing the nominees for the Outside Directors Takao Mikoshiba has an extensive knowledge from his experience as a former officer of a major general machinery manufacturer, as well as being a former President of the Japan Forming Machinery Association of which the Company is a member, and we expect him to reflect his insight on management of the Company. Thus, the Company would like to request that shareholders elect him as the Outside Director. Hiroo Wakabayashi has an extensive knowledge from his experience as a former officer of a life insurance company, as well as being a management member of a company, and we expect him to reflect his insight on management of the Company. Thus, the Company would like to request that shareholders elect him as the Outside Director. (ii) Service years after the nominee for the Outside Director assumes office Term of office of Takao Mikoshiba as Outside Director is five (5) years at the closing of this General Meeting of Shareholders. Term of office of Hiroo Wakabayashi as Outside Director is one (1) years at the closing of this General Meeting of Shareholders. (iii) Liability limitation contracts with the Outside Directors The Company have entered into a contract with Takao Mikoshiba and Hiroo Wakabayashi, which provides that the liability for damages stipulated in Article 423, Paragraph 1 of the Corporation Law shall be up to the total of the amounts specified in each item of Article 425, Paragraph 1 of the same law. If Takao Mikoshiba and Hiroo Wakabayashi are elected for a second term, the Company will continue the aforementioned liability limitation contract with them. Proposal 4-Election of One (1) Statutory Auditor Two (2) Statutory Auditors, Toshiharu Sawada and Yoshihiro Masuoka, will retire from their posts at the conclusion of this General Meeting of Shareholders when their terms of office will expire. Accordingly, it is proposed to shareholders to elect one (1) Statutory Auditor. Additionally, with respect to this proposal, the Company has obtained the consent of the Board of Auditors. The nominees for the Statutory Auditor is listed below. Name (Date of birth) Yoshihiro Masuoka (August 29, 1934) April, 1961 April, 1998 April, 1998 June 2005 Brief personal history, position, duties and the representative positions in other corporations, etc. Attorney-at-law Standing Director, Educational Institution Meikai University Standing Director, Educational Institution ASAHI University Statutory Auditor, AIDA ENGINEERING, LTD. No. of the Company s shares held 6,123 Representative positions in other corporations, etc.: Head of Masuoka & Aota Law Office (Note) 1. The above nominee has no special interest with the Company. 2. Yoshihiro Masuoka is nominee for the Outside Auditors as stipulated in Article 2, Paragraph 3, Item 8 of the Ordinance for Enforcement of the Corporation Law. 3. Special instructions regarding the nominees for the Outside Auditor is as follows: (i) Reasons for electing the nominees for the Outside Auditors Yoshihiro Masuoka, although he has not directly engaged in corporate management in the past, has an extensive knowledge from his experience as a lawyer and a chief 9

10 executive officer of universities, and we expect him to make good use of his insight in auditing system of the Company. Thus, the Company would like to request that shareholders elect him as the Outside Auditor. (ii) Service years after the nominee for the Outside Auditor assumes office Term of office of Yoshihiro Masuoka as Outside Auditor will be four (4) years at the closing of this General Meeting of Shareholders. (iii) Liability limitation contracts with the Outside Auditors The Company has entered into a contract with Yoshihiro Masuoka, which provides that the liability for damages stipulated in Article 423, Paragraph 1 of the Corporation Law shall be up to the total of the amounts specified in each item of Article 425, Paragraph 1 of the same law. If Yoshihiro Masuoka is elected for a second term, the Company will continue the aforementioned liability limitation contract with him. Proposal 5-Election of Accounting Auditors The term of office of PricewaterhouseCoopers Aarata, which had been the Accounting Auditor of the Company, will expire upon the conclusion of this meeting. Accordingly, in order to promote the further enhancement of the accounting audit system, the Company would like to request that shareholders newly elect an Accounting Auditor as the successor to PricewaterhouseCoopers Aarata. Additionally, with respect to this proposal, the Company has obtained the agreement of the Board of Auditors. The nominee for the Accounting Auditor is listed below. Name Ernst & Young ShinNihon LLC Principal Office Hibiya Kokusai Bldg., Uchisaiwai-cho, Chiyoda-ku, Tokyo History Outline (as of March 31, 2009) April, 2000 Century Ota Showa & Co. was established due to the merger of Showa Ota & Co. (established in October, 1985) and Century Audit Corporation (established in January, 1986). July, 2001 The company name was changed to Shin Nihon & Co. July, 2008 The company became Ernst & Young ShinNihon LLC. Capital: 721,000,000 Constituent members: Certified public accountants/assistant accountants 2,533 Other part-qualified accountants 2,161 Other personnel 1,625 Total 6,319 Number of client companies : 4,462 Offices, etc. Domestic: Tokyo, etc. 34 locations Overseas: New York, etc. 30 locations [End of Document] 10

11 Access to Location of Ordinary General Meeting of Shareholders is to be held Place: The conference room in our company 2-10 Ohyama-cho, Sagamihara, Kanagawa , Japan Phone :(042) Directions to Aida Engineering, Ltd. from the Hashimoto Station: Upon arriving via the JR Yokohama, JR Sagami, or Keio Sagamihara Lines, proceed to the South Exit. From the South Exit, Aida is located approx. 5 minutes by taxi or it is a 15-minute walk. Or you are welcome to take the Aida company bus, which will be provided for your convenience. The bus will depart from the South Exit of Hashimoto Station at 09:50 and again at 10:10 (about a 5-minute ride). At the close of the meeting, return bus transportation to the Hashimoto Station will be made available as well. 11