OSG CORPORATION 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. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.
(Stock Exchange Code 6136)
January 29, 2016
Teruhide Osawa Chairman & CEO OSG Corporation
3-22 Honnogahara, Toyokawa City, Aichi Prefecture
Dear Shareholders,
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 103rd Ordinary Shareholders' Meeting of OSG Corporation (the "Company"). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights by either of the following methods outlined below. Please review the attached Reference Documents for the Shareholders' Meeting and exercise your voting rights by 5:20 p.m. on Friday, February 19, 2016, Japan time.
Voting in writing:
Please indicate your vote for or against each proposal on the enclosed Voting Rights Exercise Form and return the form so as to reach the Company by the time limit described above.
Voting via the Internet:
Please access the website designated by the Company exclusively for the purpose of exercising voting rights (http://www.web54.net) through your browser and enter the voting code and the password supplied on the enclosed Voting Rights Exercise Form. Then follow the instructions on the screen and enter your vote for or against each proposal.
When voting via the Internet, please read "A Guide for the Exercise of Voting Rights via the Internet" on pages 19 through 20.
If a vote is exercised both in writing and via the Internet, the Internet vote will be taken as the valid vote.
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Date and Time: Saturday, February 20, 2016 at 10:00 a.m. Japan time
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Place: OSG Academy Global Technology Center located at
149 Miyamae, Ichinomiya-cho, Toyokawa City, Aichi Prefecture, Japan (For details on the venue, please see the guide map at the end of this notice.)
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Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements, and results of audits on the Consolidated Financial Statements by the Accounting Auditor and the Board of Statutory Auditors for the Company's 103rd Fiscal Year (December 1, 2014 - November 30, 2015)
2. Non-Consolidated Financial Statements for the Company's 103rd Fiscal Year (December 1, 2014 - November 30, 2015)
Proposals to be resolved:Proposal 1: Appropriation of Surplus …Page 3
Proposal 2: Partial Amendment to the Articles of Incorporation …Page 3
Proposal 3: Election of ten (10) Directors (excluding Directors serving asAudit & Supervisory Committee members) …Page 10
Proposal 4: Election of six (6) Directors serving as Audit & SupervisoryCommittee members …Page 15
Proposal 5: Determination of Amount of Compensation, etc. to beGranted to Directors (excluding Directors serving as Audit & …Page 18 Supervisory Committee members)
Proposal 6: Determination of Amount of Compensation, etc. to beGranted to Directors serving as Audit & Supervisory Committee members
…Page 18
Proposal 7: Payment of Bonuses to Directors and Statutory Auditors …Page 18
◎When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk. Please also bring this brochure as a reference during the proceedings. Please note that any person other than a shareholder of the Company authorized to exercise voting rights, such as a companion of a shareholder or a non-shareholder of the Company serving as a proxy, may not participate in the meeting.
◎From among documents to be provided with this notice, the Notes to Consolidated Financial Statements and Notes to Non-Consolidated Financial Statements are posted on the Company's website (http://www.osg.co.jp/) pursuant to the provisions of laws and ordinances and the provisions of Article 18 of the Articles of Incorporation of the Company, and are therefore not stated in the Appendix hereto. Consolidated Financial Statements and Non-Consolidated Financial Statements audited by the Accounting Auditor and Statutory Auditors include Notes to Consolidated Financial Statements and Notes to Non-Consolidated Financial Statements, in addition to the documents stated in this notice.
◎Should the Appendix or Reference Documents for the Shareholders' Meeting require revisions, the revised versions will be posted on the Company's website (http://www.osg.co.jp/).
Reference Documents for the Shareholders' Meeting
Proposals and References
Proposal 1: Appropriation of Surplus Year-end dividendWith regard to dividends, the Company's general principle is to distribute appropriate returns in comprehensive consideration of the future management environment surrounding the Company Group and performance prospects, with a basic policy of maintaining a consolidated dividend payout ratio of 30% or more.
The Company proposes the payment of dividends for the 103rd fiscal year as follows.
Allotment of dividends to shareholders and the total amount of dividends
¥20 per share of the Company's common stock Total amount ¥1,900,925,120
The annual dividend for the fiscal year, including the interim dividend, will be ¥46 per share.
Effective date of distribution of surplus February 22, 2016
Reasons for the amendment
The trade name of the Company in English stipulated in Article 1 (Trade name) of the current Articles of Incorporation is changed in accordance with the revised branding strategy.
In order to provide for expected business development in the future, a business purpose is to be added to Article 2 (Purpose) of the current Articles of Incorporation.
The Act for Partial Amendment to the Companies Act (Act No. 90 of 2014), which came into effect on May 1, 2015, introduced a new organizational design which enables a corporate entity to become a "Company with an Audit and Supervisory Committee." In line with this change, the Company is to partially amend the Articles of Incorporation to allow the Company to change to a Company with an Audit and Supervisory Committee for the purpose of improving its corporate governance by strengthening the supervisory function of the Board of Directors.
The Company is to partially amend the Articles of Incorporation to enable Directors with no authority to execute business operations to fulfill their expected roles by entering into agreements to limit their liability, and to enable the Company to continuously attract competent human resources in the future.
Each Statutory Auditor has given his or her consent to the amendment to the Articles of Incorporation relating to the liability limitation agreements.
The Company is to make other necessary amendments to the Articles of Incorporation in conjunction with the abovementioned amendments.
Details of the amendment
Board of Directors;
Statutory Auditors;
Board of Statutory Auditors; and
Accounting Auditor. Article 5. (Omitted)
Generation and sales of solar power; and
Any and all businesses incidental to the preceding items.
Board of Directors;
Audit & Supervisory Committee; and(Deleted)
Accounting Auditor. Article 5. (Unchanged)
Details of the proposed amendments are as follows:
The proposed amendments to the Articles of Incorporation will become effective upon the conclusion of this Shareholders' Meeting.
(Amended parts are underlined.)
Current Articles of Incorporation | Proposed Amendment |
CHAPTER I. GENERAL PROVISIONS (Trade Name) Article 1. The trade name of the Company shall be "OSG Kabushiki Kaisha," and "OSG CORPORATION" in English. (Purpose) Article 2. The purpose of the Company shall be to engage in the following businesses: (1) to (4) (Omitted) (Newly established) (5) Any and all businesses incidental to the preceding items. Article 3. (Omitted) (Organs) Article 4. The Company shall have the following organs in addition to the Shareholders' Meeting and Directors: CHAPTER II. SHARES Articles 6. to 11. (Omitted) CHAPTER III. SHAREHOLDERS' MEETING Articles 12. to 18. (Omitted) CHAPTER IV. DIRECTORS AND BOARD OF DIRECTORS (Number of Directors) Article 19. The number of Directors of the Company shall not exceed sixteen (16). (Newly established) | CHAPTER I. GENERAL PROVISIONS (Trade Name) Article 1. The trade name of the Company shall be "OSG Kabushiki Kaisha," and "OSG Corporation" in English. (Purpose) Article 2. The purpose of the Company shall be to engage in the following businesses: (1) to (4) (Unchanged) Article 3. (Unchanged) (Organs) Article 4. The Company shall have the following organs in addition to the Shareholders' Meeting and Directors: CHAPTER II. SHARES Articles 6. to 11. (Unchanged) CHAPTER III. SHAREHOLDERS' MEETING Articles 12. to 18. (Unchanged) CHAPTER IV. DIRECTORS AND BOARD OF DIRECTORS (Number of Directors) Article 19. The number of Directors (excluding Directors serving as Audit & Supervisory Committee members) of the Company shall not exceed sixteen (16). 2. The number of Directors serving as Audit & Supervisory Committee members of the Company shall not exceed six (6). |
OSG Corporation issued this content on 18 January 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 27 January 2016 23:39:34 UTC
Original Document: http://www.osg-ir.com/eng/ir_library/pdf_g_metting/syosyu_en_2015.pdf
