Note: This document has been translated from a part of 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.

Securities Code: 5852 June 3, 2022

To our shareholders:

Arata Takahashi, President, CEO

Ahresty Corporation

[Head Office and Headquarters]

1-2 Nakabara, Mitsuya-cho,Toyohashi-shi, Aichi

[Tokyo Head Office]

2-46-1 Honcho, Nakano-ku, Tokyo

NOTICE OF THE 101st GENERAL MEETING OF SHAREHOLDERS

We are pleased to announce the 101st General Meeting of Shareholders of Ahresty Corporation (the "Company"), which will be held as described below.

Although the Company plans to have measures in place at the venue to prevent the spread of the novel coronavirus disease (COVID-19), you are requested to refrain from attending the meeting in person, if at all possible, prioritizing your safety and security. Please note that instead of attending the meeting on the specified date, you can exercise your voting rights in writing (by post) or online. Please cast your vote upon reviewing the "Reference Documents for the General Meeting of Shareholders," provided towards the end of this document.

  1. Date and Time: Tuesday, June 28, 2022 at 10:00 a.m. (Japan Standard Time)
  2. Venue: Harmony Square, 3rd floor, Harmony Hall

1-32-2 Honcho, Nakano-ku, Tokyo

3. Purpose of the Meeting Matters to be reported:

  1. Business Report and Consolidated Financial Statements for the 101st fiscal year (from April 1, 2021 to March 31, 2022) and Reports of Audit on the Consolidated Financial Statements by the Accounting Auditor and the Audit and Supervisory Committee
  2. Non-ConsolidatedFinancial Statements for the 101st fiscal year (from April 1, 2021 to March 31, 2022)

Matters to be resolved:

Proposal No. 1 Partial Amendments to the Articles of Incorporation

Proposal No. 2 Election of Four (4) Directors (excluding Directors Serving as the Audit and Supervisory Committee Members)

Proposal No. 3 Selection of Accounting Auditor

  • We will receive questions and opinions on the Company's website (https://www.ahresty.co.jp/en/contact/ir_contact/). We plan to post responses to the questions and opinions we received through June 24 on the Company's website at a later date for matters of high interest to you. We ask for your understanding in the event that we are unable to respond to all of your questions and opinions. We appreciate your questions and opinions we received as reference for our future operations.
  • A video of a portion of the shareholders' meeting on the day will be posted on the Company's website at a later date.
  • All the attendees are kindly requested to submit the enclosed voting form to our reception desk at the venue on the day of meeting.
  • Of the documents that need to be submitted for the shareholders' meeting, the Company has posted the following items from the attached documents on its website, in compliance with laws and regulations and Article 14 of Articles of Incorporation. The said items are not provided with this notice.
    1. Business Report: "Status of Stock Acquisition Rights, etc.," "Status of Accounting Auditor," "System to Ensure Appropriateness of Operations and Overview of Operation of the System," (ii) Consolidated Financial Statements: "Consolidated Statements of Changes in Net Assets," "Notes to the Consolidated Financial Statements," (iii) Non-Consolidated Financial Statements: "Statements of Changes in Net Assets" and "Notes to the Non-Consolidated Financial Statements."
      The documents attached to this meeting notification are part of the Business Report, Consolidated Financial Statements and Non- Consolidated Financial Statements audited by the accounting auditor and the Audit and Supervisory Committee when creating an audit report.
      • 1 -
  • If there are any changes to the Reference Documents for the General Meeting of Shareholders, the Business Report, the Consolidated Financial Statements, or the Non-Consolidated Financial Statements, they will be posted on the Company's website.

Official Website (https://www.ahresty.co.jp)

- 2 -

Reference Documents for the General Meeting of Shareholders

Proposal No. 1 Partial Amendments to the Articles of Incorporation

  1. Reason for the proposal
    The Company proposes to make the following changes to its Articles of Incorporation for the introduction of the system to provide informational materials for the general meeting of shareholders in electronic format in accordance with the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the Act for Partial Amendment of the Companies Act (Act No. 70 of 2019) to be enforced on September 1, 2022.
    1. Since the Company will be required to state in its Articles of Incorporation that information contained in the Reference Documents for the General Meeting of Shareholders will be provided in electronic format, it intends to newly establish proposed Article 14 (Measures to Provide Information in Electronic Format, etc.) Paragraph (1).
    2. The Company intends to newly establish proposed Article 14 (Measures to Provide Information in Electronic Format, etc.) Paragraph (2) so that among the items to be provided in electronic format pertaining to the Reference Documents for the General Meeting of Shareholders, the items to be contained in the documents to shareholders who requested for delivery of paper-based documents can be limited to the scope stated in the Ministry of Justice Order.
    3. Current Article 14 (Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, etc.) of the Articles of Incorporation is to be deleted, since it will become unnecessary once the system for electronic provision of informational materials for the general meeting of shareholders is implemented.
    4. Accompanying the aforementioned establishment and deletion of provisions, supplementary provisions regarding the effective date, etc. will be established. The supplementary provisions will be deleted after the scheduled date.
  2. Details of the amendments
    The details of the amendments are as follows.

(The underlined parts indicate the parts to be changed.)

Current Articles of Incorporation

Proposed amendments

(Internet Disclosure and Deemed Provision of Reference

Documents for the General Meeting of Shareholders, etc.)

Article 14

(Deletion)

When the Company convenes a general meeting of

shareholders, if it discloses information that is to be stated or

presented in the Reference Documents for the General Meeting

of Shareholders, business report, financial statements and

consolidated financial statements through the internet in

accordance with the provisions prescribed by the Ministry of

Justice Order, it may be deemed that the Company has

provided this information to shareholders.

- 3 -

Current Articles of Incorporation

Proposed amendments

(Measures for Providing Information in Electronic Format, etc.)

(New establishment)

Article 14

(1) When the Company convenes a general meeting of

shareholders, it shall take measures for providing

information that constitutes the content of Reference

Documents for the General Meeting of Shareholders, etc.

in electronic format.

(2) Among items for which the measures for providing

information in electronic format will be taken, the

Company may exclude all or some of those items

designated by the Ministry of Justice Order from

statements in the paper-based documents to be delivered

to shareholders who requested the delivery of paper-based

documents by the record date of voting rights.

Supplementary provision (Omitted)

Supplementary provisions (Unchanged)

Supplementary provisions 2

(New establishment)

(Transitional measures for providing informational materials for

the general meeting of shareholders in electronic format)

(1) The deletion of Article 14 (Internet Disclosure and

Deemed Provision of Reference Documents for the

General Meeting of Shareholders, etc.) and new

establishment of Article 14 (Measures to Provide

Information in Electronic Format, etc.) are to take effect

from September 1, 2022.

(2) Notwithstanding the provision of the preceding paragraph,

Article 14 (Internet Disclosure and Deemed Provision of

Reference Documents for the General Meeting of

Shareholders, etc.) shall remain effective regarding any

general meeting of shareholders held on a date within six

months from September 1, 2022.

(3) These Supplementary Provisions shall be deleted on the

date when six months have elapsed from September 1,

2022 or three months have elapsed from the date of the

general meeting of shareholders in the preceding

paragraph, whichever is later.

- 4 -

Proposal No. 2 Election of Four (4) Directors (excluding Directors Serving as the Audit and Supervisory Committee Members)

The term of office of all five (5) Directors (excluding Directors Serving as the Audit and Supervisory Committee Members) will expire at the conclusion of this General Meeting of Shareholders. Accordingly, we request the election of four (4) Directors (excluding Directors serving as the Audit and Supervisory Committee Members). In addition, the candidates for election as Directors (excluding Directors serving as the Audit and Supervisory Committee Members) are determined on the basis of the report of the Nomination and Compensation Committee, in which the majority of members are composed of outside Directors with a chairperson served by an outside Director. The Audit and Supervisory Committee judges all candidates to be appropriate in consideration of familiarity with the Company's business, the high level of expertise and extensive experience each possess, and capability to contribute to the improvement of the corporate value of the Company in the medium to long term.

The candidates for election as Directors (excluding Directors serving as the Audit and Supervisory Committee Members) are as follows:

Candidate

Name

Current position/areas of responsibility in the Company

No.

1

Arata Takahashi

President, CEO

Reelection

Nomination and Compensation Committee Member

2

Junji Ito

Representative Director, Senior Managing Executive Officer,

Reelection

Chief of Manufacturing Command

3

Shinichi Takahashi

Representative Director, Senior Managing Executive Officer,

Reelection

General Administrative Command

4

Naoyuki Kaneta

Director, Senior Managing Executive Officer, Chief of Sales

Reelection

Command

- 5 -

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

AHRESTY Corporation published this content on 07 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 June 2022 01:51:00 UTC.