Notice of the 32 nd Annual General Meeting of Shareholders

Transcription

1 (Translation) PALTEK CORPORATION Shin-Yokohama, Kohoku-ku, Yokohama, Kanagawa Stock code: 7587 March 10, 2014 Notice of the 32 nd Annual General Meeting of Shareholders Dear Shareholders, We cordially invite you to attend the 32 nd Annual General Meeting of Shareholders of PALTEK CORPORATION, to be held as per the schedule below. If you are unable to attend the Meeting, you may exercise your voting rights in writing or by electronic method (via the Internet). Please access the website the Company has chosen for its voting rights website ( and exercise your voting rights no later than 5:20 p.m. on Friday, March 28, 2014 after reviewing the Reference Materials for the General Meeting of Shareholders, which is posted on the website. To vote in writing, please complete the Form for Exercising Voting Rights enclosed herewith indicating your consent/dissent and return it to us to arrive by 5:20 p.m. on Friday, March 28, To vote by electronic method (via the Internet), please refer to the Points to Note Regarding Online Voting by Shareholders described hereinafter (pages 10-11). Sincerely, Naohide Yabuki President and Representative Director 1

2 Meeting Details 1) Date and Time: 1:00 p.m. on Saturday, March 29, ) Location: PALTEK CORPORATION Head Office, Seminar Room, Shin-Yokohama Square BLDG. 11F, Shin-Yokohama, Kohoku-ku, Yokohama, Kanagawa 3) Meeting Agenda: Items to be reported: 1. The Business Report and the consolidated financial statements for the Company s 32 nd business term (from January 1 to December 31, 2013), in addition to audit reports on the consolidated financial statements by accounting auditors and by the Audit & Supervisory Board of PALTEK CORPORATION 2. The financial statements for the Company s 32 nd business term (from January 1 to December 31, 2013) Items to be resolved: Item 1: Appropriation of surplus for the 32 nd business term Item 2: Partial amendment to the Articles of Incorporation Item 3: Election of six (6) directors Please submit your Form for Exercising Voting Rights at the reception on the day of the Annual General Meeting of Shareholders. Also, any changes made to the Reference Materials for the General Meeting of Shareholders, the Business Report, the financial statements and the consolidated financial statements, will be posted on the website of the Company ( (This English translation is an abridged version of the original invitation notice in Japanese. In event of any discrepancies, the Japanese version shall prevail.) 2

3 Reference Materials for the General Meeting of Shareholders Item 1: Appropriation of surplus for the 32 nd business term We propose to appropriate surplus as follows: Items concerning year-end dividend The PALTEK Group recognizes that the return of profits to shareholders is one of management s primary concerns. Accordingly, its basic policy is to make payouts that are appropriate in light of its need to build a strong operating foundation and finance future business initiatives while aiming for improved financial results and operational efficiency, and continuously maintaining earnings. With respect to dividend payouts, the Company will maintain a stable dividend and decide on the amount by taking into consideration the appropriateness of its dividend payout ratio in relation to the consolidated financial results. The financial results for this business term are as described in the Business Report, and we request that the year-end dividend for the 32 nd business term be as follows: (1) Type of dividend assets We will pay in cash. (2) Item concerning allocation of dividend assets and its total amount We propose the year-end dividend of 8 per common share of the Company. The total amount of dividend will be 91,351,696. (3) Effective date of dividend of surplus We propose the effective date of dividend to be March 31,

4 Item 2: Partial amendment to the Articles of Incorporation 1. Reason for the proposal (1) The Company plans to expand into new business arenas by contributing to the achievement of energy-related sustainability in society through improving the efficiency of energy supply, using renewable energy, promoting energy conservation, and providing methods to prevent and reduce disaster damage. Therefore, the Company proposes to add amendments to Article 2 of the Articles of Incorporation, which states the purposes of the Company, as follows below. (2) In view of the widespread use of the Internet and in accordance with the Ordinance of the Ministry of Justice, the Company plans to allow the disclosure of the Reference Materials for the General Shareholders Meeting, and so forth, via the Internet to be deemed as meeting the requirements of the statutory disclosure of such materials under applicable laws. Accordingly, the Company proposes to add one new Article, and to appropriately renumber the subsequent articles following the additions. 2. Content of the amendment The content of the amendments is as follows: (Underlined portions indicate amendments) Current Articles of Incorporation Proposed Amendments Article 2. (Purpose) The purpose of the Company is to operate the following businesses. Article 2. (Purpose) The purpose of the Company is to operate the following businesses. 1. to 4. (Omitted) 1. to 4. (Unchanged) (Newly Added) (Newly Added) 5. to 12. (Omitted) 7. to 14. (Unchanged) (Newly Added) Article 14. to 43. (Omitted) 5. Consulting services relating to utilization of renewable energy, energy conservation measures, and power outage measures; and planning, designing, developing, manufacturing, selling, installing, renting, and maintaining of equipment related to the foregoing services. 6. Electric power generation utilizing renewable energy; and operating and managing the facilities therefor; and generating, supplying, and selling electricity. Article 14. (Internet Disclosure and Deemed Provision of the Reference Materials for the General Meeting of Shareholders, etc.) In convening the general meeting of shareholders, the Company may deem that the information regarding the matters which should be described or shown in the Reference Materials for the General Meeting of Shareholders, the Business Report, the financial statements and the consolidated financial statements have been provided to the shareholders by disclosing them via the Internet, in accordance with the Ordinance of the Ministry of Justice. Article 15. to 44. (Unchanged) 4

5 Item 3: Election of six (6) directors Term of office for all six (6) of the Company s directors will expire at the conclusion of this Annual General Meeting of Shareholders. Accordingly, we request the approval for the election of six (6) directors. Brief information on the candidates for directors is listed below: Candidate No. Name and date of birth 1 Tadahito Takahashi October 24, Naohide Yabuki August 17, Ryouji Shibata June 10, Takahiro Mitsuya May 11, Hiroki Inoue September 19, Hiroyuki Takasaki September 25, 1946 (Note) Brief background, and position and responsibility in the Company (Status of important concurrent occupations or positions at other organizations) Oct Established PALTEK CORPORATION and became President and Representative Director Mar Chairman and Representative Director (incumbent) Nov Joined PALTEK CORPORATION Jan Manager of Engineering Group, PLD Business Division Jan Executive Officer in charge of engineering management Jan Executive Officer in charge of engineering management, General Manager of Engineering Division and Design Service Division Mar Director, General Manager of Engineering Division and Design Service Division Oct Director, General Manager of Engineering Division, Design Service Division and Smart Grid Division Mar Representative Director, Executive Managing Director, General Manager of Engineering Division, Design Service Division and Smart Grid Division Mar President and Representative Director (incumbent) Jul President and Representative Director of Explorer Inc. (incumbent) Apr Joined PALTEK CORPORATION Apr Manager of Network Solution Division Jan Senior Manager of Silicon Solution Division Mar Director Apr Director, General Manager of Silicon Solution Division Jan Director, General Manager of Solution Development Division Jan Director, responsible for Product Marketing Division Jan Director, responsible for Sales Division 1 Jan Director, responsible for Sales Division (incumbent) Apr Joined PALTEK CORPORATION Jan Manager of PLD Business Division Jan Senior Manager of PLD Solution Division Jan Executive Officer of PLD Solution Division Mar Director, responsible for Core Solution Division (incumbent) Oct Joined PALTEK CORPORATION Jan Manager of Finance Group, Operational Service Division Jan Executive Officer of Operational Service Division Mar Director, General Manager of Operational Service Division (incumbent) Jul Director of Explorer Inc. (incumbent) Sep Joined Texas Instruments Japan Ltd. Apr General Manager of Marketing Oct Joined Applied Materials Japan, Inc. as Manager of Marketing and Service Aug President of Xilinx Japan, Inc. Feb Joined S.C.G. Japan, Inc. as Director Jun Joined PALTEK CORPORATION Jan General Manager of Sales Division Mar Director Jan Executive Vice President and Representative Director Mar Advisor Mar Director (incumbent) Number of shares in the Company owned 313,940 23,800 8,728 16,900 10,700 56,900 None of the candidates above has any special interests in the Company that may conflict with the performance of their duties. 5

6 CONSOLIDATED BALANCE SHEET (Supplemental Information) PALTEK CORPORATION As of December 31, 2013 (Thousands of yen) ASSETS Current assets: 10,280,471 Cash and deposits 1,198,732 Notes and accounts receivable - trade 4,562,222 Merchandise 2,258,154 Supplies 6,252 Accounts receivable - other 1,767,604 Consumption taxes receivable 390,763 Deferred tax assets 58,394 Other 39,563 Allowance for doubtful accounts (1,216) Non-current assets: 606,474 Property, plant and equipment: 152,348 Buildings and structures 55,546 Vehicles 15,274 Tools, furniture and fixtures 36,841 Land 44,686 Intangible assets 143,881 Investments and other assets: 310,244 Investment securities 9,372 Deferred tax assets 52,665 Other 248,336 Allowance for doubtful accounts (130) Total assets 10,886,946 6

7 CONSOLIDATED BALANCE SHEET (Supplemental Information) PALTEK CORPORATION As of December 31, 2013 (Thousands of yen) LIABILITIES Current liabilities: 2,288,773 Notes and accounts payable - trade 759,136 Short-term loans payable 880,000 Income taxes payable 153,379 Advances received 533 Provision for bonuses 40,325 Lease obligations 29,467 Other 425,930 Non-current liabilities: 323,924 Provision for retirement benefits 37,407 Provision for directors retirement benefits 157,500 Lease obligations 89,412 Other 39,603 Total liabilities 2,612,697 NET ASSETS Shareholders equity: 8,274,248 Capital stock 1,339,634 Capital surplus 2,698,526 Retained earnings 4,435,612 Treasury shares (199,525) Total net assets 8,274,248 Total liabilities and net assets 10,886,946 7

8 CONSOLIDATED STATEMENT OF INCOME (Supplemental Information) PALTEK CORPORATION Year ended December 31, 2013 (Thousands of yen) Net sales 17,611,297 Cost of sales 14,423,299 Gross profit 3,187,997 Selling, general and administrative expenses 2,415,056 Operating income 772,940 Non-operating income: 69,952 Interest income 68 Interest on refunds of consumption taxes 3,169 Foreign exchange gains 8,892 Commission fee 4,084 Insurance premiums refunded cancellation 12,057 Subsidy income 35,278 Other 6,402 Non-operating expenses: 60,469 Interest expenses 10,454 Commission fee 29,025 Losses on assignment of accounts receivable 12,152 Other 8,837 Ordinary income 782,423 Extraordinary losses: 20,882 Loss on valuation of investment securities 10,234 Restructuring loss 10,647 Income before income taxes and minority interests 761,541 Income taxes - current 150,810 Income taxes - deferred 166,930 Income before minority interests 443,800 Net income 443,800 8

9 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Supplemental Information) PALTEK CORPORATION Year ended December 31, 2013 Shareholders equity Capital stock Capital surplus Retained earnings Treasury shares (Thousands of yen) Total shareholders equity Balance at beginning of current period 1,339,634 2,698,526 4,048,957 (195,516) 7,891,601 Changes of items during period Dividends of surplus (57,144) (57,144) Net income 443, ,800 Purchase of treasury shares (4,008) (4,008) Net changes of items other than shareholders equity Total changes of items during period ,655 (4,008) 382,647 Balance at end of current period 1,339,634 2,698,526 4,435,612 (199,525) 8,274,248 Accumulated other comprehensive income Valuation difference on available-for-sale securities Total accumulated other comprehensive income Total net assets Balance at beginning of current period (1,642) (1,642) 7,889,959 Changes of items during period Dividends of surplus (57,144) Net income 443,800 Purchase of treasury shares (4,008) Net changes of items other than shareholders equity 1,642 1,642 1,642 Total changes of items during period 1,642 1, ,289 Balance at end of current period - - 8,274,248 9

10 Points to Note Regarding Online Voting by Shareholders 1. Handling in the event of duplicate voting in writing and via the Internet: If you exercise your voting rights in duplicate both in writing and via the Internet and the contents of those are different, your voting via the Internet shall prevail. 2. Handling in the event of duplicate voting via the Internet: If you exercise your voting rights in duplicate via the Internet and the contents of those are different, your last voting via the Internet shall prevail. 3. Procedure for exercise of voting rights via the Internet: If you exercise your voting rights via the Internet, please read and understand carefully the following matters, and exercise your voting rights. If you will attend the Annual General Meeting of Shareholders, you need not to send the Form for Exercising Voting Rights to us, nor take the procedure for exercise of voting rights via the Internet. (1) Voting rights website and exercising your voting rights 1) To exercise your voting rights online, please access the following dedicated website via your PC, smartphone or cell phone (i-mode, EZweb or Yahoo! mobile)*: Only by using this website can you exercise your voting rights online. (However, please be advised that the dedicated website is not operational from 2:00 a.m. till 5:00 a.m. every day.) * i-mode, EZweb and Yahoo! are trademarks or registered trademarks of NTT DOCOMO, Inc., KDDI CORPORATION and Yahoo! Inc. of the U.S., respectively. 2) Please be aware that, depending on your Internet connection and usage environment, you may not be able to use your PC or smartphone to exercise your voting rights via the voting rights website (e.g. if you connect to the Internet via a firewall, have anti-virus software installed or use a proxy server, etc.). 3) To exercise your voting rights via your cell phone, please use one of the following services: i-mode, EZweb or Yahoo! mobile. For security reasons, voting is only possible using the Internet-enabled cell phones capable of SSL (encrypted) communication. 4) Online voting is accepted until 5:20 p.m. on Friday, March 28, However, we respectfully request that shareholders exercise their voting rights at their earliest convenience. If you have any questions, please contact the help desk described below. (2) Exercising your voting rights online 1) On the aforementioned voting rights website, you will be required to input the Code No. for Exercise of Voting Rights and the temporary password assigned to you. These are shown on the enclosed Form for Exercising Voting Rights. Please follow the instructions on the screen when voting. 10

11 2) Please be aware that, in order to prevent illegal online access by third parties who are non-shareholders (spoofing) and vote tampering, you will be asked to change your temporary password on the aforementioned voting rights website. 3) You will be notified of a new Code No. for Exercise of Voting Rights and the temporary password every time a General Meeting of Shareholders is convened. (3) Fees incurred when accessing the voting rights website You shall be responsible for any fees (Internet connection charges, etc.) incurred when accessing the voting rights website. Similarly, if voting via cell phone, you will be responsible for any connection charges or other fees arising from the use of your cell phone. (4) Receiving notice of General Meeting of Shareholders If you wish to receive notice of General Meeting of Shareholders via in the future, please use your PC or smartphone to complete the procedure on the voting rights website. (Please note that it is not possible to complete this procedure via your cell phone, nor is it possible to have notice s sent to a cell phone address.) Online Voting Help Desk (telephone inquiries) Corporate Agency Division Mitsubishi UFJ Trust and Banking Corporation (transfer agent) Toll free (available 9:00 21:00, only in Japan) 11