This is a translation of an excerpt of the original notice in Japanese for reference purposes only. In the case of any discrepancy between the translation and the Japanese original, the latter shall prevail. For the entire information of the notice, please check the original notice in Japanese.
Stock Code: 9997
June 7, 2021
To Our Shareholders:
4-2Miyamoto-cho,Ageo-shi,Saitama-ken
Belluna Co., Ltd.
Kiyoshi Yasuno, President and CEO
Notice of the 45th Annual General Meeting of Shareholders
You are cordially invited to attend the 45th Annual General Meeting of Shareholders of Belluna Co., Ltd. ("the Company") to be held as described below.
If you are unable to attend the meeting in person, you may exercise your voting rights in writing. Please read the attached Reference Documents for the Annual General Meeting of Shareholders and exercise your voting rights by sending the enclosed voting rights form to us by return mail indicating your vote for or against the proposals no later than 5:50 p.m., on June 24, 2021 (Thursday).
1. | Date | 10:00 a.m., June 25, 2021 (Friday) |
2. | Place | HARICOTS-VERTS (4F), The TOBU Banquet Hall Ageo |
2-1Miyamoto-cho,Ageo-shi,Saitama-ken |
3. Objectives of the Meeting
Matters to | 1. | Business Report and Consolidated Financial Statements for the 45th |
be reported: | fiscal term (from April 1, 2020 to March 31, 2021) and the results of | |
audits of the consolidated financial statements by the Accounting | ||
Auditor and the Audit and Supervisory Committee. | ||
2. | Non-Consolidated Financial Statements for the 45th fiscal term (from | |
April 1, 2020 to March 31, 2021) | ||
Matters to | ||
be resolved: | ||
Proposal No. 1 | Appropriation of surplus | |
Proposal No. 2 | Election of Eight (8) Directors (excluding members of the Audit and | |
Supervisory Committee) | ||
Proposal No. 3 | Election of three (3) Directors who serve as members of the Audit and | |
Supervisory Committee |
End.
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For those attending, please present the enclosed voting rights exercise form at the reception desk upon arrival at the meeting. In accordance with laws and regulations as well as the provisions in Article 15 of the Company's Articles of Incorporation, the following items, among documents that should be presented in conjunction with this notice of convocation, are posted on the Company's website (http://www.belluna.co.jp/), and are therefore not stated in this notice of convocation: (i) Notes to consolidated financial statements in consolidated financial statements; and (ii) Notes to non-consolidated financial statements in non-consolidated financial statements. Consolidated financial statements and financial statements audited by the Audit and Supervisory Committee and accounting auditors consist of the documents stated in this notice of convocation, as well as the notes to the consolidated financial statements and the notes to the non-consolidated financial statements posted on the Company's website. Any amendments to the Reference Documents for the General Meeting of Shareholders, Business Report, Consolidated Financial Statements and Financial Statements will be posted on our website (http://www.belluna.co.jp/)
―1―
Reference Documents for the Annual General Meeting of Shareholders
Proposal No. 1 Appropriation of surplus
The Company has the following intention with regard to term-end dividends for the 45th fiscal term, after giving full consideration to maintaining stable dividend payments, the Company's performance for the fiscal term, future business developments and other factors.
- Type of dividend property Cash
-
Matters concerning the allocation of dividend property to be paid to shareholders and total dividend amount ¥8.5 per share of the Company's common stock
In this case, total dividend amount shall be ¥821,717,270. - Date on which the appropriation of surplus goes into effect:
June 28, 2021
―2―
Proposal No. 2 Election of eight (8) Directors (excluding members of the Audit and Supervisory Committee) The terms of office of all the current Eight (8) Directors (excluding members of the Audit and Supervisory
Committee) will expire at the end of the Annual General Meeting of Shareholders. Accordingly, the Company proposes to elect eight (8) Directors (excluding members of the Audit and Supervisory Committee) .
The Audit and Supervisory Committee has confirmed that there is no objection to this proposal.
The candidates for the new Directors (excluding members of the Audit and Supervisory Committee) are as follows.
Candidate | Name | Brief personal history, positions and responsibilities | Number of the | Special interest | ||
at the Company | Company's shares | |||||
number | (Date of birth) | in the Company | ||||
(Significant concurrent positions) | held | |||||
June 1977 | Founded Yukado Co., Ltd. (present Belluna Co., | |||||
Ltd.) | ||||||
Kiyoshi Yasuno | President, Representative Director | Please refer to | ||||
1 | of the Company (current position) | 10,155,285 shares | ||||
(December 14, 1944) | (Note) below. | |||||
Representative Director, Granbellhotel Co., Ltd. | ||||||
Representative Director, Friend Stage Co., Ltd. | ||||||
April 2001 | Joined KOKUSAI Securities Co., Ltd. (present | |||||
Mitsubishi UFJ Morgan Stanley Securities Co., | ||||||
Ltd.) | ||||||
April 2004 | Joined the Company | |||||
Served at President's Office | ||||||
March 2005 | General Manager, Executive Corporate Planning | |||||
Dept. | ||||||
June 2009 | Director, General Manager, Executive Corporate | |||||
Planning Dept. | ||||||
April 2010 | Director in charge of Executive Corporate | |||||
Planning Dept. and General Manager, Solution | ||||||
Division | ||||||
April 2011 | Director, Managing Executive Officer, General | |||||
Manager, New Business and General Manager, | ||||||
Solution Division | ||||||
2 | Yuichiro Yasuno | April 2012 | Director, Managing Executive Officer, General | 139,887 shares | None | |
(October 15, 1976) | Manager, Planning Division and General | |||||
Manager, New Business and General Manager, | ||||||
Solution Division | ||||||
April 2013 | Director, Managing Executive Officer, General | |||||
Manager, Marketing Division | ||||||
June 2016 | Director, Senior Executive Officer, General | |||||
Manager, Marketing Division | ||||||
Director, Senior Executive Officer, General | ||||||
April 2020 | Manager, General Affairs Division, and General | |||||
Manager, Marketing Division | ||||||
Director, Senior Executive Officer, General | ||||||
April 2021 | Manager, General Affairs Division, and | General | ||||
Manager, Administration Division | (current | |||||
position) | ||||||
Representative Director, Nurse Stage Co., Ltd. |
―3―
Candidate | Name | Brief personal history, positions and responsibilities | Number of the | Special interest | ||||
at the Company | Company's shares | |||||||
number | (Date of birth) | in the Company | ||||||
(Significant concurrent positions) | held | |||||||
August 1986 | Joined Yukado Co., Ltd. (present Belluna Co., | |||||||
Ltd.) | ||||||||
April 1993 | Counsellor, Planning Dept. 1 | |||||||
April 1996 | Advisor, Planning Dept. 1 | |||||||
3 | Junko Shishido | June 1997 | Director in charge of planning | 42,796 shares | None | |||
(May 22, 1958) | April 2011 | Director, Executive Officer, General Manager of | ||||||
President's Office and in charge of planning | ||||||||
(current position) | ||||||||
Representative Director, El Dorado Co., Ltd. | ||||||||
April 1996 | Joined NIS Group Co., Ltd. | |||||||
May 2008 | Joined the Company | |||||||
Executive Corporate Planning Dept. | ||||||||
October 2010 | General Manager, Executive Corporate Planning | |||||||
Dept. | ||||||||
April 2011 | Executive | Officer, | General | Manager, | ||||
Administration Division | ||||||||
April 2013 | Executive | Officer, | General | Manager, | ||||
Administration Division and General Manager, | ||||||||
General Affairs Division | ||||||||
Tomohiro Matsuda | April 2015 | Executive | Officer, | General | Manager, | |||
4 | Administration Division | 7,418 shares | None | |||||
(February 2, 1972) | ||||||||
June 2015 | Director, Executive Officer, General Manager, | |||||||
Administration Division | ||||||||
April 2016 | Director, Executive Officer, General Manager, | |||||||
Administration Division and General Manager, | ||||||||
General Affairs Division | ||||||||
April 2020 | Director, Executive Officer, General Manager, | |||||||
Administration Division | ||||||||
April 2021 | Director, Executive Officer, General Manager, | |||||||
Solution Division (current position) | ||||||||
Representative Director, Sunstage Co., Ltd. |
―4―
Candidate | Name | Brief personal history, positions and responsibilities | Number of the | Special interest | |
at the Company | Company's shares | ||||
number | (Date of birth) | in the Company | |||
(Significant concurrent positions) | held | ||||
April 1988 | Joined Yukado Co., Ltd. (present Belluna Co., | ||||
Ltd.) | |||||
December 1997 | Manager, General Affairs Dept. | ||||
March 2005 | General Manager, General Affairs Division | ||||
April 2011 | Executive Officer, General Manager, General | ||||
Affairs Division | |||||
5 | Masato Yamauchi | April 2013 | Executive Officer, General Manager, Quality | 11,380 shares | None |
Management Division and General Manager, | |||||
(April 2, 1964) | |||||
Data Process Division | |||||
October 2014 | Executive Officer, General Manager, Customer | ||||
Service Division | |||||
April 2017 | Executive Officer, General Manager, | ||||
Distribution Division | |||||
June 2020 | Director, Executive Officer, General Manager, | ||||
Distribution Division (current position) | |||||
April 1990 | Joined the Company | ||||
Assigned to Planning Dept. 1 | |||||
May 2001 | Manager, Planning Dept. 1 of Planning Division | ||||
April 2004 | Manager, SCM Business Dept. of SCM | ||||
Promotion Division | |||||
August 2008 | Manager, Planning Dept. 3 of Planning Division | ||||
January 2009 | Chief Manager, Planning Dept. 3 and 5 of | ||||
Planning Division | |||||
January 2010 | Senior Manager, Planning Dept. 3 and 5 of | ||||
Planning Division | |||||
April 2013 | Senior Manager, Business Planning Dept. of | ||||
Nursery Co., Ltd., Senior Manager of Planning | |||||
Dept. and Senior Manager of CRM Dept. | |||||
September 2013 | Senior Manager, Business Planning Dept. of | ||||
Infirmiere Co., Ltd., and Senior Manager of | |||||
Ryogo Takahashi | Production Management Dept | ||||
6 | February 2014 | Senior Manager, Business Planning Dept. of | 12,698 shares | None | |
(June 14, 1966) | |||||
Infirmiere Co., Ltd., and Senior Manager of | |||||
Production Management Dept. and Director, | |||||
Senior Manager, Production Management Dept. | |||||
of BestThanks Co., Ltd. | |||||
April 2015 | Executive Officer, General Manager of Planning | ||||
Division | |||||
June 2020 | Director, Executive Officer, General Manager of | ||||
Planning Division | |||||
July 2020 | Director, Executive Officer, General Manager of | ||||
Planning Division, and General Manager of | |||||
Store Business Division | |||||
April 2021 | Director, Executive Officer, General Manager of | ||||
Planning Division (current position) | |||||
Representative Director, IC net Co., Ltd. |
―5―
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BELLUNA Co. Ltd. published this content on 31 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 June 2021 07:37:08 UTC.