Notice of the 17th Annual General Meeting of Shareholders

Transcription

1 To All Shareholders Securities code 4751 November 26, Dogenzaka 1-chome, Shibuya-ku, Tokyo CyberAgent, Inc. President Susumu Fujita Notice of the 17th Annual General Meeting of Shareholders Dear Sir I would first like to express my sincere gratitude to all of our shareholders. We are holding our 17th Annual General Meeting of Shareholders as follows, and I would like to take this opportunity to invite you to attend. If you are unable to attend the meeting, please use the enclosed Voting Right Exercise Form to indicate your approval or disapproval, or access our voting site ( which is described in the form, and after viewing the access procedure for PC or Smartphone on page 3, exercise your right by electromagnetic means (the Internet). You may exercise your voting right by any method. Please review the following General Meeting of Shareholders Reference Document, and exercise your right by 7 p.m. on December 11, 2014 (Thursday). Regards, 1. Date December 12, 2014 (Friday),1 p.m. 2. Location Ballroom B2F, Cerulean Tower Tokyu Hotel 1-26, Sakuragaoka-cho, Shibuya-ku, Tokyo (Please refer to the guide map of the general meeting of the shareholders venue at the end) 3. Object Reports 1. 17th Period (from October 1, 2013 to September 30, 2014) Business Report, Consolidated Financial Statements, and Reports of Audit of Consolidated Financial Statements of the Accounting Auditors and Board of Auditors 2. 17th Period (from October 1, 2013 to September 30, 2014) Financial statements Resolutions 1st proposal 2nd proposal 3rd proposal 4th proposal 5th proposal Distribution of surplus Selection of 8 executive directors Selection of 2 auditors Revision of directors remuneration Issue of stock acquisition rights as stock options 4. Decisions to convene (1) Exercise of voting rights by proxy You may exercise your voting right by appointing another shareholder with a voting right as your proxy. Such proxy is required to submit a document to attest to the proxy right. (2) Case where Yes or No is not entered 1

2 If Yes or No is not entered on a voting sheet in exercising the voting right in writing, it shall be treated as if Yes were entered. (3) Trea of duplicate exercise In the case of the exercise of one voting right by a voting sheet and also via the Internet, the voting right exercised via the Internet shall be deemed to be valid regardless of date or time. In the case of multiple instances of a voting right being exercised via the Internet, the last instance shall be deemed valid. (4) Contradictory exercise of voting rights Shareholders wishing to exercise voting rights in an inconsistent way shall notify the Company of your intention and reasons in writing at least three days before the Shareholders Meeting. On the day of the Shareholders Meeting, please submit the enclosed voting sheets to the reception clerk at the entrance of the venue. Among the documents to be provided in response to this Notice, in accordance with the applicable laws and regulations, and the provisions of Article 17 of the Company s Articles of Incorporation, we have posted the Notes to the Consolidated Financial Statements and Financial Statements, at the Company s following web site: ( instead of including them herein. Therefore, the Consolidated Financial Statements and Financial Statements included in the Attachments to the Notice are part of our Consolidated Financial Statements and Financial Statements audited when the audit report or accounting audit report was prepared by the Board of Auditors or accounting auditors. Please refer to the Company s website ( co.jp/en/) for any changes in the General Meeting of Shareholders Reference Document, Business Report, Consolidated Financial Statements, or Financial Statements. 2

3 General Meeting of Shareholders Reference Document 1st Proposal: Disposal of surplus We would like to handle the surplus as follows: Policy on year-end dividends CyberAgent recognizes profit returns to shareholders as a key management issue, and as well as working to increase in medium-to long-term share values through business growth and improvements in capital efficiency, we also hope to continually provide dividends. We will make decisions while comprehensively considering sound finance such as consolidated performance, non-consolidated cash management, and internal reserves for future business expansion. Regarding the 17th period year-end dividend, and to commemorate the listing of the company on the Tokyo Stock Exchange First Section on September 5, 2014, we propose to pay an extra commemorative dividend of 20 yen per share, and to proceed as follows. i. Type of assets to be distributed Cash ii. Quota of assets to be distributed and their total value We propose a payment of 60 yen per share of the Company's common stock (ordinary dividend: 40 yen, commemorative dividend 20 yen). It should be noted that the total amount of dividends in this case will be 3,749,580,000 yen iii. Date when the distribution of surplus will come into effect Dividend payment will commence on December 15,

4 2nd Proposal: Selection of 8 directors Six directors will finish their term of office at the close of this General Meeting of Shareholders. In addition, Messrs. Tetsuhito Soyama and Takahito Naito resigned on October 3, We would therefore like to ask you to select 8 new directors in all. The candidates for director are as follows. Candidate Number Name (Date of birth) Brief CV, title and duty in the Company (significant concurrent positions) Number of shares 1 Susumu Fujita (May 16, 1973) Apr Joined Intelligence, Ltd. Mar Established CyberAgent, Inc. Appointed President (current position) Managing Ameba Business 13,531,800 2 Yusuke Hidaka (April 2, 1974) Apr Joined Intelligence, Ltd. Mar Established CyberAgent, Inc. Appointed Managing Director Dec Appointed Executive Director May Appointed Director, Sumzap, Inc. (current position) Oct Appointed Senior Vice President (current position) Feb Appointed Director, Applibot, Inc. (current position) May Appointed Director, Cygames, Inc. (current position) Managing Game Business 601,400 3 Apr Joined CyberAgent, Inc. Apr Appointed General Manager, Internet advertising agency business headquarter Dec Appointed Director Oct Appointed Managing Director (current position) Yasuo Okamoto (August 7, 1975) Managing Internet advertising business 21,700 4 Go Nakayama (November 2, 1975) Apr Joined Sumitomo Corporation Aug Joined CyberAgent, Inc. Dec Appointed Director Apr Appointed Managing Director (current position) Oct Appointed Director, CyberAgent Ventures, Inc. (current position) Managing Head Office Function, and Inves Development Business 147,505 4

5 Candidat e Number Name (Date of birth) Brief CV, title and duty in the Company (significant concurrent positions) Number of company shares 5 Masahide Koike (July 6, 1975) 6 Takahiro Yamauchi (August 20, 1983) Apr Joined Ogishima Corp. (current AiiA Corporation) Jul Joined CyberAgent, Inc. Sep Appointed General Manager, Ameba Business Apr Appointed Representative Director, AMoAd, Inc. Dec Appointed Director (current position) Managing Ameba Business Apr Joined CyberAgent, Inc. Apr Appointed Representative Director, CyberZ, Inc. Dec Appointed Director (current position) Dec Appointed Director, CA Reward, Inc. (currentposition) May Appointed Director, AMoAd, Inc. (current position) Managing Smartphone Ads Business 8, New Sou Miyazaki (June 25, 1980) Apr Joined CyberAgent, Inc. Apr Appointed Representative Director, CyberBuzz, Inc. Aug Appointed Manager of our Community Business Division (current position) Managing Community Business 4,694 8 New Hiroki Urabe (July 21, 1986) Apr Joined CyberAgent, Inc. Feb Appointed Representative Director, Applibot, Inc. Oct Appointed Manager of our Entertainment Business Division (current position) Managing Entertainment Business (Note) There is no particular conflict of interests between each candidate for directors and the company

6 3rd Proposal: Selection of 2 auditors Corporate Auditors Touko Shiotsuki and Masao Horiuchi will finish their term of office at the close of this General Meeting of Shareholders. We would therefore like to ask you to select 2 new auditors. It should be noted that, in regard to this proposal, we have obtained the consent of the Board of Corporate Auditors. The auditor candidates are as follows. Candidat e Number Name (Date of birth) Brief CV, title in the Company (significant concurrent positions) Number of company shares 1 Touko Shiotsuki (January 9, 1973) Apr Joined Japan Airlines Corporation Oct Passed Second Stage Examination of Certified Public Accountant Jul Appointed Auditor (current position) 4,800 Apr Joined Japan Inves Finance Co,. Ltd. (current; Daiwa Business Inves Co,. Ltd.) Apr Joined Intelligence, Ltd. 2 Mar Appointed Auditor Apr Appointed Manager, Internal Control Masao Division, Horiuchi President Office, USEN CORPORATION (November 13, May Registered as Tax Accountant 1969) Dec Appointed Director, U-NEXT Co., Ltd. 25,900 (Notes) 1. There is no particular conflict of interests between each auditor candidate, and the company. 2. Masao Horiuchi is a candidate for outside auditor. 3. Regarding reasons for selection of outside auditor candidates, independence of outside auditors, and liability limitation agreement with outside auditors (1) Reasons for selection of outside auditor candidates and their independence i. We request the selection of Mr. Masao Horiuchi as an outside auditor since he has extensive experience and know-how in finance, accounting and internal control, which we would like to make use of in our company audit system. This outside auditor will be appointed for a period of 16 years and 9 months starting from the conclusion of this General Meeting. ii. Masao Horiuchi is not an executive officer of any of the company s special business operators, and has not been an executive officer of any of the company s special business operators in the past 5 years. iii. Masao Horiuchi is not scheduled to receive a large sum of money or other assets from the company or its special business operators, nor has he received such in the 6

7 past 2 years. iv. Masao Horiuchi is not the spouse, nor a relative within third degree, or the equivalent, of an executive officer of the company or its special business operators. v. Masao Horiuchi was not an executive officer of any company from which the company inherited rights and obligations due to merger (merger, demerger, incorporation-type company split or acquisition of business) immediately prior to the merger, within the last 2 years. (2) Reason why he is deemed to be able to perform the duties of an outside auditor Masao Horiuchi has extensive experience in finance, accounting, tax, internal control, and by giving reliable advice, we have determined that he can appropriately perform the duties of an outside auditor. (3) Liability limitation agreement with outside auditors The company and outside auditors, in accordance with the provisions of the Companies Act, Article 427, Paragraph 1, enter into an agreement limiting liability for damages under the same Act, Article 423, Paragraph 1. The maximum amount of liability for damages based on the agreement is the minimum liability amount specified by laws and regulations. 7

8 4th Proposal: Revision of Directors Remuneration At the 6th Annual General Meeting of Shareholders on 15 December, 2003, it was agreed to limit the annual remuneration of the company s directors to 400 million yen which has continued up to the present, but 11 years has now passed from the time of the previous approval, and considering that our business categories, sales and profit scale are expanding, and taking into account various other reasons, it is proposed to revise the annual remuneration of directors up to 800 million yen. It should be noted that, if 2nd Proposal is approved as proposed, the number of directors will be 8. 5th Proposal: Issue of stock acquisition rights as stock options Based on the Companies Act Article 236, in accordance with the provisions of Article 238 and Article 239, and by virtue of the following procedure, as regards directors and employees of the company and its subsidiaries, we request approval to entrust the issue of share warrants as stock options and decisions regarding recrui, to the Board of Directors. According to this proposal, in accordance with the provisions of the Companies Act, Article 361, and separately from the remuneration of directors in 4th Proposal, we further request approval regarding the allocation of share warrants as remuneration to company directors. It should be noted that, if 2nd Proposal is approved as proposed, the number of directors will be Reasons for Issuing New Share Subscription Rights under Particularly Favorable Conditions Because the value of the new share subscription rights is linked to the price of the Company s stock, granting new share subscription rights makes it possible to reflect the Company s medium/long-term performance in the compensation, etc., of the Group s executives and employees, and unify the benefit of shareholders with that of the Group s executives and employees. This in turn will further heighten the morale of the Group's executives and employees and their desire to contribute to the enhancement of business performance, and also make it possible to ensure that excellent human resources are retained. Further, because the exercise period of the new share subscription rights begins on or after the date on which 3 years have elapsed since the new share subscription rights allo date, the new share subscription rights will function as an incentive to improve medium/long-term business performance and increase stock prices before the beginning of the exercise period. 2. Guidelines for Issuance of New Share Subscription Rights (1) Eligibility for allocation of new share subscription rights Directors and employees of the Company and its subsidiaries (2) Type and number of shares that are the object of new share subscription rights The type of shares that are the object of new share subscription rights shall be the Company s common stock, and the maximum number of shares shall be 200,000 shares. However, in the event that the Company conducts a stock split (including gratis allo of the Company s common stock; same hereafter) or a reverse stock split, the number of shares indicated above shall be adjusted according to the formula below. Further, this adjus shall only be conducted on the number of shares that are the object of new share subscription rights for which rights have not been exercised and that have not been cancelled at the time. Any amounts of less than 1 share resulting from this adjus shall be disregarded. Adjusted no. of shares = Pre-adjus no. of shares x Stock split (or reverse stock split) ratio 8

9 In addition, in the event that the Company carries out a merger, spin-off, share exchange, or stock transfer, etc., that makes it unavoidably necessary to adjust the number of shares, the number of shares shall be adjusted rationally in accordance with the terms and conditions of the merger, spin-off, share exchange, or stock transfer. (3) Total number of new share subscription rights to be issued The maximum number shall be 2,000 shares. Further, the number of shares constituting 1 new share subscription right shall be 100 shares. However, in the event that the adjus of the number of shares stipulated in (2) has been conducted, the number of shares constituting 1 new share subscription right shall be adjusted in the same manner. (4) Money to be paid in exchange for new share subscription rights The payment of money in exchange for new share subscription rights shall not be required. (5) Value of assets invested at the time the new share subscription rights are exercised The value of the assets invested at the time each of the new share subscription rights is exercised is the amount resulting from multiplication of the exercise price (1 yen) per share for stock that can be issued through exercise of the new share subscription rights by the number of shares that are the object of the new share subscription rights. (6) Exercise period for new share subscription rights The exercise period for new share subscription rights shall be 7 years beginning on the date 3 years after the new share subscription rights allo date. However, if the final day of the exercise period is a Company holiday, the final day shall be the immediately preceding business day. (7) Conditions for the exercise of new share subscription rights 1 Individuals who have been granted new share subscription rights (hereinafter rights holder ) must be a director or employee of the Company or its subsidiaries at the time the rights are exercised as well. However, this shall not necessarily apply in cases that the Board of Directors has recognized as an exception in light of the circumstances. 2 Inheritance of new share subscription rights shall not be authorized. However, this shall not necessarily apply in cases that the Board of Directors has recognized as an exception in light of the circumstances. (8) Issues related to the increase in capital and capital reserves when shares are issued through the exercise of new share subscription rights (i) The amount of capital that increases when shares are issued through the exercise of new share subscription rights shall be the amount equal to one-half the maximum increase amount for capital, etc., calculated in accordance with Corporate Accounting Rules Article 17 Paragraph 1. Amounts of less than 1 yen resulting from this calculation shall be rounded up. (ii) The amount of the increase in capital reserves when shares are issued through the exercise of new share subscription rights shall be the amount equal to the maximum increase amount for capital, etc., indicated in (i) above minus the amount of increase in capital stipulated in (i) above. (9) Grounds and conditions for the acquisition of new share subscription rights (i) When a change to the articles of incorporation stipulating that all shares that are the object of new share subscription rights can be acquired by the Company through a resolution at its General Meeting of Shareholders, a merger agreement under which the Company becomes an expired corporation, an agreement for corporate division with an existing company or plan for corporate division with a new company under which the Company becomes a split company, or a stock swap contract or stock transfer plan under which the Company becomes a wholly owned subsidiary is approved at the General Meeting of Shareholders (or when approved by a resolution by the Company s Board of Directors when a resolution at 9

10 the General Meeting of Shareholders is not required), the Company shall be able to acquire new share subscription rights free of charge on a date stipulated separately by the Company's Board of Directors. (ii) In the event that a rights holder no longer meets the conditions stipulated in (7) prior to exercising those rights, the Company shall be able to acquire the applicable new share subscription rights free of charge on a date stipulated separately by the Company's Board of Directors. (10) Restrictions on the acquisition of new share subscription rights through transfer The acquisition of new share subscription rights through transfer shall be subject to approval of the Company s Board of Directors. (11) Handling of new share subscription rights in the event of corporate reorganization In the case of a merger (limited to cases in which the Company expires due to the merger), corporate division with an existing company, corporate division with a new company, share exchange, or stock transfer (hereinafter collectively referred to as "reorganization ), the Company shall deliver to holders of new share subscription rights that remain at the point at which the reorganization takes effect (hereinafter remaining new share subscription rights ) new share subscription rights for the corporation described in the Companies Act Article 236 Paragraph 1 Item 8 (a) through (e) (hereinafter company subject to reorganization ), in conformance with the following conditions, as appropriate for each case. In this case, the remaining new share subscription rights shall expire, and the company subject to reorganization shall newly issue new share subscription rights. However, this shall be limited to cases in which the intention to grant new share subscription rights of the company subject to reorganization according to the following conditions has been stipulated in a merger agreement, an agreement for corporate division with an existing company, a plan for corporate division with a new company, a stock swap contract, or a stock transfer plan. (i) Number of new share subscription rights of the company subject to reorganization to be granted The number of new share subscription rights to be granted shall equal the number of new share subscription rights held by the holder of the remaining new share subscription rights. (ii) Type of shares of the company subject to reorganization that are the object of new share subscription rights Common stock of the company subject to reorganization (iii) Number of shares of the company subject to reorganization that are the object of new share subscription rights Determined according to (2) and (3) above, after consideration of the conditions of reorganization, etc. (iv) Value of assets invested at the time the new share subscription rights are exercised The value of assets invested at the time each granted new share subscription right is exercised shall be determined according to (5) above, after consideration of the conditions of reorganization, etc. (v) Period during which new share subscription rights can be exercised The period during which new share subscription rights can be exercised shall be from the later of (a) the commencement day of the exercise period of the new share subscription rights set forth in (6) above and (b) the date the reorganization takes effect, to the final day of the exercise period of new share subscription rights set forth in (6) above. (vi) Issues related to the increase in capital and capital reserves when shares are issued through the exercise of new share subscription rights by companies subject to reorganization Determined in accordance with (8) above. (vii) Limitations on the acquisition of new share subscription rights through transfer The acquisition of new share subscription rights through transfer shall require the approval of the Board of Directors of the company subject to reorganization (or a majority of the company's directors if the company subject to reorganization does not have a Board of Directors). (viii) Grounds and conditions for the acquisition of new share subscription rights 10

11 Determined in accordance with (9) above. (12) Handling of amounts less than 1 share resulting from the exercise of new share subscription rights Amounts of less than 1 share in the number of shares granted to the rights holder when such new share subscription rights are exercised shall be disregarded. (13) Other contents of new share subscription rights Other contents related to new share subscription rights shall be stipulated by the Company s Board of Directors, which determines the terms of new share subscription rights. 3. Matters regarding Director Compensation, etc. The reasons for granting the aforementioned stock options to directors as compensation, etc., are described in Section 1. The number of new share subscription rights issued as stock options as indicated above that are granted to the Company s directors shall not exceed 750. Further, the number of shares constituting 1 new share subscription right shall be 100 shares. However, in the event that the adjus of the number of shares stipulated in 2. (2) has been conducted, the number of shares constituting 1 new share subscription right shall be adjusted in the same manner. The value of new share subscription rights granted to the Company s directors as compensation, etc., shall be the amount obtained by multiplying the fair value per new share subscription right calculated on the new share subscription rights allo date, by the total number of new share subscription rights allocated to the Company s directors. The fair value per new share subscription right shall be based on the unit price of fair evaluation calculated using a stock option pricing model such as the Black-Scholes model, in accordance with the share price on the new share subscription rights allo date, the contents of the new share subscription rights, and other conditions. Reference The duration of Measures to Respond to Large Acquisitions of Shares (Takeover Defense Measures) is until the close of the 17th Ordinary General Meeting of Shareholders to be held on December 12, CyberAgent s Board of Directors on October 30, has resolved not to renew the measures to respond to large acquisitions of shares but to withdraw it 11