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 identification code: 9436 May 27, 2024
To our shareholders:
Takashi Suga
Representative Director and President
Okinawa Cellular Telephone Company
1-2-1 Matsuyama, Naha City, Okinawa, Japan
NOTICE OF THE 33RD ANNUAL GENERAL SHAREHOLDERS'
MEETING
We announce that the 33rd Annual General Shareholders' Meeting of Okinawa Cellular Telephone Company (the "Company") is to be held as described below.
When convening this General Shareholders' Meeting, the Company takes measures to provide information that constitutes the content of the Reference Documents for the General Shareholders' Meeting, etc. (matters for which measures for providing information in electronic format are to be taken) in electronic format, and posts this information on the following websites. Please access one of the websites using the relevant internet address shown below to review the information.
[Company's Website] https://okinawa-cellular.jp/ir/status/ir_stock_meeting/ (in Japanese) [Website for Materials for General Shareholder's Meeting] https://d.sokai.jp/9436/teiji/ (in Japanese)
If you are unable to attend the meeting in person on the day of the meeting, you may exercise your voting rights in writing or via the internet. To do so, please review the Reference Documents for the General Shareholders' Meeting and then exercise your voting rights via the internet, etc. or in writing as indicated in the "Guidelines for Exercising Voting Rights" no later than 5:30 p.m., Wednesday, June 12, 2024 (Japan Standard Time).
Notice Concerning the Way the General Shareholders' Meeting is Run
- For shareholders attending this General Shareholders' Meeting in person, you are requested to be aware of your own health condition.
- Please note that since the number of seats at the venue is limited, we will guide you to the second venue, etc. if the seats at the original venue are full.
- Information on the way the meeting is run will be posted on the website below.
https://okinawa-cellular.jp/ir/status/ir_stock_meeting/ (in Japanese)
* Please note that no gifts will be offered to the shareholders attending the meeting. Thank you for your understanding.
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- Date and Time: Thursday, June 13, 2024, at 10:00 a.m. (Japan Standard Time)
- Reception is scheduled to open at 9:00 a.m.
- Venue: 2F Conference Room, Okinawa Cellular Building, 1-2-1 Matsuyama, Naha City, Okinawa, Japan
- Purposes
Items to be reported:
- Business Report and Consolidated Financial Statements for the 33rd Term (from April 1, 2023, to March 31, 2024), as well as the results of the audit of the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board
-
Non-ConsolidatedFinancial Statements for the 33rd Term (from April 1, 2023, to March 31, 2024)
Items to be resolved:
Proposal 1: Appropriation of surplus
Proposal 2: Partial changes to the Articles of Incorporation
Proposal 3: Election of nine (9) Directors
Proposal 4: Payment of bonuses to Directors
- Resolutions Concerning the Convocation
Please refer to the "Guidelines for Exercising Voting Rights." - Matters Concerning Reference Documents for the General Shareholders' Meeting
These paper-based Notice of the Annual General Shareholders' Meeting and Reference Documents for the General Shareholders' Meeting will be delivered to shareholders who have not requested for delivery of paper-based documents.
We are sending paper-based documents including matters subject to measures for electronic provision to shareholders who have requested for delivery of paper-based documents. However, the following matters are not provided in the paper-based documents delivered to shareholders in accordance with the provisions of laws and regulations and Paragraph 2 of Article 16 of the Articles of Incorporation.
- Business Report: "6. The Organization to Ensure Appropriate Operations" and "7. Summary of the Operational Status of the Organization to Ensure Appropriate Operations"
- Notes to the Consolidated Financial Statements
- Notes to the Non-Consolidated Financial Statements
Accordingly, the Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements described on this document are part of the documents audited by the Accounting Auditor in preparing an accounting audit report and part of the documents audited by the Audit & Supervisory Board Members in preparing an audit report.
- Matters Concerning Revision of Matters Subject to Electronic Provision Measures
If revisions to the matters subject to electronic provision measures arise, a notice of the revisions and the details of the matters before and after the revisions will be posted on the aforementioned Company's website and the website for materials for the General Shareholders' Meeting.
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Guidelines for Exercising Voting Rights
The right to vote at the General Shareholders' Meeting is an important right of all shareholders.
We would like to ask you to exercise your voting rights upon reviewing the Reference Documents for the General Shareholders' Meeting shown below.
You can exercise your voting rights in one of the following three ways.
To exercise voting rights in person at the General Shareholders' Meeting
To exercise voting rights via the internet
To exercise voting rights in writing (by mail)
Please indicate your approval or disapproval of the proposals on the voting form and submit it to the venue Reception of the General Shareholders' Meeting to be held at 10:00 a.m., Thursday, June 13, 2024 (Reception starts at 9:00 a.m. on the same day).
Please follow the instructions on the screen and enter your approval or disapproval of the proposals no later than 5:30 p.m., Wednesday, June 12, 2024 (Japan Standard Time).
Please indicate your approval or disapproval of the proposals on the voting form and return it by postal mail to reach us no later than 5:30 p.m., Wednesday, June 12, 2024 (Japan Standard Time).
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Reference Documents for the General Shareholders' Meeting
Proposal 1: Appropriation of surplus
The Company proposes the appropriation of surplus as follows:
1. Matters related to year-end dividends
The Company regards the return of profits to its shareholders as a key management priority. The Company adopts the basic policy of ensuring the stable and continuous payment of dividends while maintaining financial soundness.
In order to express gratitude to its shareholders for their constant support, and with a view to business development aimed at improving future business results, the Company plans to pay a year-end dividend of 60 yen per common share.
- Type of dividend property Cash
-
Allocation of dividend property and total amount thereof 60 yen per common share of the Company
Total amount of dividends: 2,902,055,640 yen - Effective date of distribution of dividends of surplus June 14, 2024
2. Matters related to other appropriation of surplus
In order to carry out capital policies such as continual shareholder returns, the Company proposes to reverse part of the general reserve as follows:
- Item of surplus to be decreased and amount of decrease thereof General reserve: 2,000,000,000 yen
- Item of surplus to be increased and amount of increase thereof Retained earnings brought forward: 2,000,000,000 yen
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Proposal 2: Partial changes to the Articles of Incorporation
The Company proposes to change its Articles of Incorporation as follows:
1. Reason for proposal
In order to clarify the content of its business and prepare for diversification of its business domains in pursuing expansion of the Group's business, the Company plans to add and revise provisions on business objectives in Article 2 (Purpose) of the current Articles of Incorporation.
2. Details of the changes
The details of the changes are as follows:
(Changes are underlined) | ||||
Current Articles of Incorporation | Proposed change | |||
(Purpose) | (Purpose) | |||
Article 2 The purpose of the Company shall be to engage | Article 2 The purpose of the Company shall be to engage | |||
in the following businesses: | in the following businesses: | |||
(1) - (3) | (Omitted) | (1) - (3) | (Unchanged) | |
(4) Consulting business for telecommunications | (Deleted) | |||
systems | ||||
(5)- (6) | (Omitted) | (4)- (5) | (Unchanged) | |
(Moved from Item 20) | (6)Operation, maintenance, sale, and lease of | |||
submarine cables and associated facilities, | ||||
as well as contracting for such work | ||||
(Moved from Item 21) | (7)Business related to operation and lease of | |||
data centers | ||||
(Newly established) | (8) | Design, execution, and supervision of | ||
construction work for telecommunications | ||||
facilities, civil engineering work, and | ||||
construction work, as well as contracting | ||||
for such work | ||||
(Newly established) | (9) | Consulting and system engineering for each | ||
of the foregoing items | ||||
(Newly established) | (10) | Services using telecommunications lines | ||
comprising agency services for | ||||
administration and communication, | ||||
intermediary and agency services for | ||||
receiving orders or the like, interpretation, | ||||
conference services, and document | ||||
translation business | ||||
(7)- (10) | (Omitted) | (11)- (14) | (Unchanged) | |
(11) Advertisement agency business via the | (15) Advertisement business | |||
internet | ||||
(12)- (16) | (Omitted) | (16)- (20) | (Unchanged) | |
(Newly established) | (21) | Personnel-dispatching business | ||
(Newly established) | (22) | Planning, production, sale, and | ||
implementation of educational and learning | ||||
support services related to early childhood | ||||
education, home study, etc. | ||||
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Current Articles of Incorporation | Proposed change | |
(Newly established) | (23) Management of schools, including tutoring | |
schools and programming schools | ||
(17)- (19) | (Omitted) | (24)- (26)(Unchanged) |
(20)- (21) | (Omitted) | (Moved to Items 6 and 7) |
(22)- (25) | (Omitted) | (27)- (30)(Unchanged) |
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Proposal 3: Election of nine (9) Directors
The tenure of all nine (9) Directors will expire at the close of this General Shareholders' Meeting. Therefore, the Company proposes that nine (9) Directors, including three (3) new Directors, be elected.
The selection of the candidates for Directors were determined by the Board of Directors after deliberation and recommendation by the Nomination and Compensation Committee of which the majority of the members are Independent Outside Directors.
The candidates for Directors are as follows:
No. | Name | Gender | Outside | Independent | Position and responsibilities in the | |
Director | Director | Company | ||||
Director, Managing Executive | ||||||
1 | Hiroki Kuniyoshi | [Reelection] | Male | Officer, and General Manager of | ||
Corporate Division | ||||||
Director and Chairman of the | ||||||
2 | Kunio Oroku | [Reelection] | Male | ○ | ○ | Nomination and Compensation |
Committee | ||||||
Director and Member of the | ||||||
3 | Hikaru Aharen | [Reelection] | Male | ○ | ○ | Nomination and Compensation |
Committee | ||||||
Director and Member of the | ||||||
4 | Hajime Oshiro | [Reelection] | Male | ○ | ○ | Nomination and Compensation |
Committee | ||||||
5 | Takashi Tanaka | [Reelection] | Male | Director | ||
6 | Tomoko Nakayama | [Reelection] | Female | Director | ||
7 | Yasuaki Miyakura | [New | Male | Executive Officer and Vice | ||
election] | President | |||||
[New | Managing Executive Officer and | |||||
8 | Ikuo Marugome | Male | Deputy General Manager of | |||
election] | ||||||
Engineering Division | ||||||
[New | Executive Officer and General | |||||
9 | Kyuji Uechi | Male | Manager of Sales Management | |||
election] | Division and Consumer Sales | |||||
Division | ||||||
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No. | Name | Career summary, position and responsibilities in the | Number of the | |
Company | Company's | |||
(Date of birth) | ||||
(significant concurrent positions outside the Company) | shares owned | |||
June 1992 | Joined the Company | |||
Apr. 2014 | Executive Officer, General Manager of Sales | |||
Planning Department and General Manager | ||||
of Business Enhancement Department of the | ||||
Company | ||||
Sept. 2017 | Representative Director and President of | |||
OKINAWA CELLULAR AGRI & | ||||
MARCHE CORPORATION | ||||
Apr. 2020 | Executive Officer, Deputy General Manager | |||
of Sales Division, in charge of Consumer | ||||
Business Department and Customer Service | ||||
Department, and General Manager of | ||||
Business Enhancement Department of the | ||||
Company | ||||
Oct. 2020 | Executive Officer, Deputy General Manager | |||
of Sales Division, in charge of Consumer | ||||
Hiroki Kuniyoshi | Business Department, Direct Sales | |||
Department and Customer Service | ||||
(December 20, 1963) | ||||
Department, and General Manager of | 3,500 | |||
[Reelection] | Business Enhancement Department of the | |||
Company | ||||
June 2021 | Director, General Manager of Sales Division, | |||
1 | Business Enhancement Department, and | |||
Project Promotion Department of the | ||||
Company | ||||
Feb. 2022 | Director and General Manager of Sales | |||
Division and Solution Sales Department of | ||||
the Company | ||||
Apr. 2023 | Director and General Manager of Sales | |||
Management Division and Consumer Sales | ||||
Division of the Company | ||||
June 2023 | Director, Executive Officer, and General | |||
Manager of Sales Management Division and | ||||
Consumer Sales Division of the Company | ||||
Apr. 2024 | Director, Managing Executive Officer, and | |||
General Manager of Corporate Division of | ||||
the Company (present position) |
Reason for nominating the candidate for Director
Hiroki Kuniyoshi plays a central role in the Company's new business activities by planning and promoting various new businesses. As the officer in charge of sales division, he has developed and implemented sales strategies in response to changes in the business environment. In addition, he has knowledge of general management from his experience as the Representative Director and President of a Group company. Based on his experience and insight, the Company judges that he can be expected to continue to play a leading role in improving corporate value and further strengthening the governance system of the Company and all Group companies. Therefore, the Company has again nominated him for the position of Director.
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No. | Name | Career summary, position and responsibilities in the | Number of the | |
Company | Company's | |||
(Date of birth) | ||||
(significant concurrent positions outside the Company) | shares owned | |||
May 1982 | President of Ryukyu Broadcasting | |||
Corporation | ||||
Kunio Oroku | June 1991 | Director of the Company (present position) | ||
June 1997 | Chairman of Ryukyu Broadcasting | |||
(September 20, 1935) | Corporation | |||
[Reelection] | June 1999 | Outside Director of The Okinawa Electric | ||
Power Company | 3,200 | |||
Independent Director | June 2011 | Representative Director and Senior Advisor | ||
of Ryukyu Broadcasting Corporation | ||||
Outside Director | June 2017 | Director and Senior Advisor of Ryukyu | ||
Broadcasting Corporation | ||||
2 | June 2020 | Senior Advisor of Ryukyu Broadcasting | ||
Corporation (present position) | ||||
Reason for nominating the candidate for Director and a summary of expected roles | ||||
Kunio Oroku has extensive experience and broad insight stemming from his roles in management in Okinawa- | ||||
based companies. The Company expects that he will leverage his experience and insight in decision-making | ||||
about the Company's business activities and contribute to the sustainable growth of the Company as an Outside | ||||
Director. Therefore, the Company has again nominated him for the position of Outside Director. If the election | ||||
of Kunio Oroku is approved, the Company also expects him to serve as the Chairman of the Nomination and | ||||
Compensation Committee to be involved in the selection of candidates for the Company's Directors, decisions | ||||
on remuneration for Directors and other matters from an objective and neutral standpoint. | ||||
Special interests | ||||
Although Kunio Oroku serves as a Senior Advisor of Ryukyu Broadcasting Corporation, most business | ||||
transactions between the corporation and the Company are routine and account for less than 1% of the net sales | ||||
for each company, which has no effect on the independence of Outside Directors. | ||||
Apr. 1994 | Certified as an attorney in the Okinawa Bar | |||
Association | ||||
Mar. 2000 | Director of the Hikari Law Office (current | |||
Hikaru Aharen | Hikari Law Office, LPC) (present position) | |||
June 2011 | Outside Audit & Supervisory Board Member | |||
(August 26, 1964) | ||||
of The Okinawa Electric Power Company | ||||
[Reelection] | Apr. 2015 | Chairman of the Okinawa Bar Association | 2,400 | |
Apr. 2015 | Chairman of the Naha City Equity | |||
Independent Director | ||||
Commission (present position) | ||||
Outside Director | July 2017 | Member of the Okinawa Prefectural Public | ||
Safety Commission (present position) | ||||
3 | Dec. 2017 | Chairman of the Okinawa Prefectural Public | ||
Safety Commission | ||||
June 2019 | Director of the Company (present position) | |||
Reason for nominating the candidate for Director and a summary of expected roles | ||||
Hikaru Aharen has abundant experience and considerable insight as an attorney, along with a thorough | ||||
knowledge of corporate law. Although he has never been involved in the management of a company except as | ||||
an Outside Director of the Company, the Company judges that he is capable of contributing to the sustainable | ||||
enhancement of the Company's corporate value by providing advice on the management of the Company and | ||||
appropriately supervising the execution of businesses based on these expertise and considerable insight. | ||||
Therefore, the Company has again nominated him for the position of Outside Director. If the election of | ||||
Hajime Oshiro is approved, the Company also expects him to serve as a member of the Nomination and | ||||
Compensation Committee to be involved in the selection of candidates for the Company's Directors, decisions | ||||
on remuneration for Directors and other matters from an objective and neutral standpoint. | ||||
Special interests | ||||
There are no special interests between the Company and Hikaru Aharen. |
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No. | Name | Career summary, position and responsibilities in the | Number of the | |
Company | Company's | |||
(Date of birth) | ||||
(significant concurrent positions outside the Company) | shares owned | |||
Apr. 1994 | Professor of the Faculty of Law and Letters | |||
of University of the Ryukyus | ||||
Apr. 2004 | Head of the Research Center for the Asia | |||
Hajime Oshiro | Pacific Islands of University of the Ryukyus | |||
June 2008 | Vice President of University of the Ryukyus | |||
(June 23, 1951) | ||||
Apr. 2013 | President of University of the Ryukyus | |||
[Reelection] | ||||
Apr. 2019 | Professor Emeritus of University of the | 800 | ||
Ryukyus (present position) | ||||
Independent Director | ||||
Special Advisor to the President of | ||||
Outside Director | University of the Ryukyus (present position) | |||
June 2019 | Outside Audit & Supervisory Board Member | |||
4 | of The Bank of Okinawa, Ltd. (present | |||
position) | ||||
June 2020 | Director of the Company (present position) | |||
Reason for nominating the candidate for Director and a summary of expected roles | ||||
Hajime Oshiro has extensive experience and a broad range of knowledge stemming from his tenure as a | ||||
university professor and president. Although he has never been involved in the management of a company | ||||
except as an Outside Director of the Company, the Company judges that he is capable of contributing to the | ||||
sustainable enhancement of the Company's corporate value by providing advice on the management of the | ||||
Company and appropriately supervising the execution of businesses based on these expertise and considerable | ||||
insight. Therefore, the Company has again nominated him for the position of Outside Director. If the election | ||||
of Hajime Oshiro is approved, the Company also expects him to serve as a member of the Nomination and | ||||
Compensation Committee to be involved in the selection of candidates for the Company's Directors, decisions | ||||
on remuneration for Directors and other matters from an objective and neutral standpoint. | ||||
Special interests | ||||
There are no special interests between the Company and Hajime Oshiro. | ||||
June 2007 | Managing Executive Officer and Director of | |||
KDDI CORPORATION | ||||
June 2010 | Senior Managing Executive Officer and | |||
Representative Director of KDDI | ||||
Takashi Tanaka | CORPORATION | |||
Dec. 2010 | President and Representative Director of | |||
(February 26, 1957) | - | |||
KDDI CORPORATION | ||||
[Reelection] | ||||
Apr. 2018 | Chairman and Representative Director of | |||
5 | KDDI CORPORATION (present position) | |||
June 2018 | Director of the Company (present position) | |||
June 2021 | Outside Director of Astellas Pharma Inc. | |||
(present position) | ||||
Reason for nominating the candidate for Director | ||||
From 2010 to 2018, Takashi Tanaka led the parent company, KDDI CORPORATION, as its Representative | ||||
Director, and contributed to its corporate value. The Company recognizes his achievements with KDDI | ||||
CORPORATION and believes that he will use the abundant experience and outstanding insight he has gained | ||||
to make decisions concerning the Company's business activities. Therefore, the Company has again nominated | ||||
him for the position of Director. |
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Disclaimer
Okinawa Cellular Telephone Company published this content on 20 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 May 2024 15:22:10 UTC.