(TRANSLATION FOR REFERENCE PURPOSES ONLY) Notice of the 76th 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, Midori-ku, Sagamihara, Kanagawa , Japan Securities code: 6118 June 7, 2011 Dear Shareholders: Notice of the 76th Ordinary General Meeting of Shareholders We would like to take this opportunity to express our sincere appreciation for your business. Firstly, we would like to express its deepest condolences to the people suffering from the earthquake and Tsunami which occurred on March 11, 2011 in the Tohoku-Pacific Ocean Earthquake. You are cordially invited to attend the 76th 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 6:00 p.m., Tuesday, June 28, Date: 10:30 a.m., Wednesday, June 29, Place: The conference room in our company 2-10 Ohyama-cho, Midori-ku, Sagamihara, Kanagawa , Japan (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 76th Fiscal Year (from April 1, 2010 to March 31, 2011) 2. Audit Reports of the Accounting Auditors and Board of Statutory Auditors for the Consolidated Financial Documents for the 76th Fiscal Year (from April 1, 2010, to March 31, 2011) Agenda: Proposal 1 Proposal 2 Appropriation of Retained Earnings Election of Nine (9) Directors (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, the business report, the financial reports, and the consolidated financial report, 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. Our basic policy of profit distribution is to give priority to (focus on) maintaining and ensuring stable dividends in consideration of dividend on equity (DOE), and allocate profits targeting 30% of the consolidated dividend payout ratio in conjunction with the performance of each fiscal year, while taking into account such matters as stability of the business base and future business deployment. 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. We hereby propose that the dividends for this fiscal year are 6 of the regular dividend. 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 6 per share of the Company s common stock the total payment: 383,882,718 (3) Date on which the dividend of retained earnings shall take effect June 30, 2011 Proposal 2-Election of Nine (9) Directors Eight (8) Directors, Kimikazu Aida, Naoyoshi Nakanishi, Masaharu Sakaki, Eiji Takei, Takashi Yagi, Nobuyoshi Maeda, Hiroo Wakabayashi, and Takeru Yamazaki 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 nine (9) Directors The nominees for Directors are listed below. No. 1 Name (Date of birth) Kimikazu Aida (December 13, 1951) December 1976 June 1982 September 1989 April 1992 April 2001 Brief personal history, position, duties and concurrent holding of important positions Representative Director, AIDA ENGINEERING, LTD. President, AIDA ENGINEERING, LTD. Chief Executive Officer (CEO), AIDA ENGINEERING, LTD. No. of the Company s shares held 1,438,113 2

3 No. 2 Name (Date of birth) Naoyoshi Nakanishi (June 3, 1951) March 1970 June 1997 May 2000 April 2001 June 2001 January 2010 Brief personal history, position, duties and concurrent holding of important positions Executive Director, AIDA ENGINEERING, LTD. Executive Officer, AIDA ENGINEERING, LTD. Division Manager, Production Headquarters Senior Executive Officer Chief Operating Officer No. of the Company s shares held 108,878 concurrent holding of important positions.: Chairman, Representative Director, ACCESS CO., LTD Chairman, AIDA ENGINEERING (M) SDN. BHD. 3 Masaharu Sakaki (July 29, 1953) March 1977 June 2004 May 2006 February 2011 April 2011 Senior Executive Officer General manager, Quality Assurance Department General manager, Forming Engineering Center 53,111 March 1982 June 2008 Executive Officer Chief Financial Officer (CFO) General Manager, Business Projection Office 6 Eiji Takei (August 22, 1957) concurrent holding of important positions: Chairman, AIDA AMERICA CORP. Chairman, AIDA S.r.l. Chairman, AIDA GREATER ASIA PTE. LTD. Chairman, AIDA HONG KONG LTD. Chairman, AIDA ENGINEERING CHINA CO., LTD. 42,232 3

4 No. 5 Name (Date of birth) Takashi Yagi (February 27, 1954) March 1977 October 2003 February 2004 June 2008 April 2011 Brief personal history, position, duties and concurrent holding of important positions General Manager, High Speed Precision-Products Division Operating Officer General Manager, High Speed Precision Press Department No. of the Company s shares held 31,175 6 (*) Sadayuki Kanemura (May 30, 1955) November 1970 July 1988 February 2009 June 2009 January 2010 Joined OTE Kosan Co., Ltd. (currently Mitsubishi Materials Techno Corporation) Division Manager, Customer Service Headquarters Operating Officer Division Manager, Customer Service Headquarters 4,936 7 (*) Hiromichi Kataoka (September 18,1958) January 1969 May 1971 March 2006 October 2006 April 2011 Joined Osaka-naka Mitsubishi Motor Sales Co., Ltd. Division Manager, General-Purpose-Products Plant Division Operating Officer General Manager, General Affairs & Human Resources Department 9,221 8 Hiroo Wakabayashi (August 23, 1943) July 1997 July 2005 June 2007 June 2008 Director, The Dai-ichi Mutual Life Insurance Company Director, Senior Executive Officer, The Dai-ichi Mutual Life Insurance Company Corporate Auditor, CMK Corporation 9,888 concurrent holding of important positions: Corporate Auditor, CMK Corporation 9 Takeru Yamazaki (March 16, 1939) June 1989 June 2001 June 2005 Director, The Fuji Bank, Ltd. Statutory Auditor, AIDA ENGINEERING, LTD. Standing Statutory Auditor, AIDA ENGINEERING, LTD. 16,101 (Note) 1. The above nominees have no special interest with the Company. 2. A candidate marked with an asterisk (*) is a new candidate for Director. 4

5 3. The number of the Company s shares each candidate holds is shown including shares of stock in officer s shareholding association. 4. Hiroo Wakabayashi and Takeru Yamazaki are nominees for the Outside Directors as stipulated in Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of the Corporation Law. 5. Special instructions regarding the nominees for the Outside Directors are as follows: (i) Reasons for electing the nominees for the Outside Directors Hiroo Wakabayashi has an extensive knowledge from his experience as a former officer of a life insurance 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. Takeru Yamazaki has an extensive knowledge from his experience as a former officer of a major commercial bank 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. They meet the requirements that the Tokyo Stock Exchange defines as an independent officer. (ii) Service years after the nominee for the Outside Director assumes office Term of office of Hiroo Wakabayashi as Outside Director is three (3) years at the closing of this General Meeting of Shareholders. Term of office of Takeru Yamazaki as Outside Director is one (1) year at the closing of this General Meeting of Shareholders. (iii) Liability limitation contracts with the Outside Directors The Company has entered into contracts with Hiroo Wakabayashi and Takeru Yamazaki, which provide 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 the appointment of Hiroo Wakabayashi and Takeru Yamazaki for the Director are approved, the Company will continue the aforementioned liability limitation contracts with them. 5

6 Access to Location of Ordinary General Meeting of Shareholders is to be held Place: The conference room in our company 2-10 Ohyama-cho, Midori-ku, 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. 6