This document has been translated from the Japanese original for the convenience of non-Japanese shareholders. In the event of any discrepancy between this document and the Japanese original, the original shall prevail.
Securities Code: 7893
June 12, 2023
To Our Shareholders
Takeshi Ueno
President and Representative Director
PRONEXUS INC.
2-20, Kaigan 1-chome,Minato-ku, Tokyo
NOTICE OF THE 79TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
This is to notify you that the 79th Ordinary General Meeting of Shareholders will be held as follows.
If you are unable to attend the meeting, it would be appreciated if you exercise your voting rights by either of the following methods after reviewing the attached reference materials for the general meeting of shareholders.
Meeting Details
- Date and Time: Wednesday, June 28, 2023 at 10:00 a.m.
- Venue: "Primavera" at Dai-ichi Hotel Tokyo 4F
2-6, Shimbashi 1-chome,Minato-ku, Tokyo
3. Agenda:
Items to be Reported:
- The Business Report and the Consolidated Financial Statements for the 79th Business Period (from April 1, 2022 to March 31, 2023), as well as the Audit Report for the Consolidated Financial Statements by Accounting Auditors and Audit & Supervisory Board
- The Report of Financial Statements for the 79th Business Period (from April 1, 2022 to March 31, 2023)
Items to be Resolved:
Proposal 1: Election of Nine (9) Directors
Proposal 2: Renewal of Countermeasures to Large-Scale Acquisitions of PRONEXUS INC. Shares (Takeover Defense Measures)
4. Exercise of Voting Rights, etc.
If you exercise your voting rights in advance in writing or via the internet, please exercise your voting rights no later than 6:00 p.m., Tuesday, June 27, 2023 (Japan Standard
Time).
Please note that rather than attending this Ordinary General Meeting of Shareholders in person, you can attend online using the dedicated site shown below (in Japanese only).
1
Measure for Provision of Informational Materials for the General Meeting of Shareholders in Electronic Format
When convening this Ordinary General Meeting of Shareholders, the Company takes measures for providing information that constitutes the content of reference materials for the General Meeting of Shareholders, etc. (items for which the measures for providing information in electronic format are to be taken) in electronic format, and posts this information on the following website (date of commencement of measures for providing information in electronic format: June 5, 2023). Please access the following websites to confirm the information.
Moreover, the items subject to measures for electronic provision are also available on the website of the Tokyo Stock Exchange (TSE) in addition to the website for the General Meeting of Shareholders as shown below. Access the TSE website (Listed Company Search) by using the internet address shown below, and enter "PRONEXUS" in "Issue name (company name)" or our securities code "7893" in "Code," click "Basic information" and select "Documents for public inspection/PR information," and confirm the "Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting" section.
Website for Informational Materials for the General Meeting of Shareholders:
https://d.sokai.jp/7893/teiji/ (in Japanese)
WEB *It can also be accessed via the Company's website at https://www.pronexus.co.jp/. (in Japanese)
TSE website (Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
Among the items subject to measures for electronic provision, in accordance with the provisions in laws and regulations and Article 15 of the Articles of Incorporation of the Company, the following items are not included with the paper-based documents delivered to shareholders who have requested the delivery of such documents. Accordingly, the documents that are delivered to shareholders who have made a request for delivery of paper-based documents are part of the documents included in the scope of audits by the Audit & Supervisory Board Members and the Financial Auditor when they create their respective audit reports.
- Consolidated Statement of Changes in Equity and the Notes to the Consolidated Financial Statements
- Statement of Changes in Equity and the Notes to the Financial Statements
Note: The items listed above are available in Japanese only.
If revisions are made to the items subject to measures for electronic provision, a notice of the revisions and details of the items before and after the revisions will be posted on each of the aforementioned websites.
2
Proposal 1: Election of Nine (9) Directors
The terms of office of all nine (9) Directors will expire at the conclusion of this Ordinary General Meeting of Shareholders. Accordingly, the Company requests the election of nine (9) Directors.
The candidates for Directors are as follows:
Attendance at | |||||
Candidat | Name | Attribute of | Current Positions and | Board of | |
Directors | |||||
e No. | Candidate | Responsibilities in the Company | |||
Meetings | |||||
(FY2022) | |||||
1 | Morio Ueno | Reelection | Chairman and Director | 10 out of 10 | |
100% | |||||
2 | Takeshi Ueno | Reelection | President and Representative | 10 out of 10 | |
Director | 100% | ||||
Director and Managing | |||||
3 | Hirofumi Morisada | Reelection | Executive Officer (in charge of | 10 out of 10 | |
system strategy), General | |||||
100% | |||||
Manager, System Consulting | |||||
Division | |||||
Director and Managing | |||||
Executive Officer (in charge of | |||||
4 | Kenji Fujisawa | Reelection | financial and personnel | 10 out of 10 | |
strategy), General Manager, | |||||
100% | |||||
Administrative Division, and | |||||
General Manager, Group | |||||
Business Management Division | |||||
Director and Executive Officer | |||||
5 | Norio Ozawa | Reelection | (in charge of marketing | 10 out of 10 | |
strategy), in charge of Marketing | 100% | ||||
Business Division | |||||
Managing Executive Officer, | |||||
6 | Yuichi Shiotsu | New election | General Manager, Financial | - | |
Business Division | |||||
Reelection | 10 out of 10 | ||||
7 | Takatsugu Nagatsuma | Outside | Outside Director | ||
100% | |||||
Independent | |||||
Reelection | 10 out of 10 | ||||
8 | Ken Shimizu | Outside | Outside Director | ||
100% | |||||
Independent | |||||
Reelection | 8 out of 10 | ||||
9 | Ichiro Sakai | Outside | Outside Director | ||
80% | |||||
Independent | |||||
Reelection: | Candidate for reelection as Director | ||||
New Election: Candidate for new election as Director | |||||
Outside: | Candidate for Outside Director | ||||
Independent: | Independent Officer stipulated by the Tokyo Stock Exchange |
3
Table of Director and Audit & Supervisory Board Member Expertise, Knowledge, Experience and Abilities, etc. (Skill Matrix)
The situation regarding the main expertise, knowledge, experience and abilities, etc., possessed by the Directors and Audit & Supervisory Board Members mentioned in this proposal are as follows.
Directors
Audit & Supervisory Board Members
Main Expertise, Knowledge, Experience and Abilities, etc. | ||||||||
Name | Attribute | Corporate | Sales/ | IT/ | Legal/ | Finance/ | Personnel/ | |
manage- | ||||||||
Marketing | System | Compliance | Accounting | Labor | ||||
ment | ||||||||
Morio | ● | |||||||
Ueno | ||||||||
Takeshi | ● | |||||||
Ueno | ||||||||
Hirofumi | ● | ● | ||||||
Morisada | ||||||||
Kenji | ● | ● | ● | |||||
Fujisawa | ||||||||
Norio | ● | |||||||
Ozawa | ||||||||
Yuichi | ● | |||||||
Shiotsu | ||||||||
Takatsugu | Outside | ● | ||||||
Nagatsuma | Independent | |||||||
Ken | Outside | ● | ||||||
Shimizu | Independent | |||||||
Ichiro | Outside | ● | ||||||
Sakai | Independent | |||||||
Akane | ● | |||||||
Sase | ||||||||
Osamu | Outside | ● | ||||||
Sudoh | Independent | |||||||
Takuya | Outside | ● | ||||||
Oshida | ||||||||
Yoshihiro | Outside | ● | ||||||
Tsuda | Independent | |||||||
Outside | Candidate for Outside Director or Outside Audit & Supervisory Board Member |
Independent: | Independent Officer stipulated by the Tokyo Stock Exchange |
Notes: 1. The table above shows the skills that can be expected based on the demonstration of expertise, knowledge, experience and abilities, etc. and does not represent the entire skill set possessed by each individual.
2. Respecting the policy of Nishimura & Asahi, of which Mr. Takuya Oshida, an Outside Audit & Supervisory Board Member, is a partner, the Company has not notified the Tokyo Stock Exchange of the status of Mr. Takuya Oshida as Independent Officer. Nevertheless, the Company judges that there are no potential conflicts of interests between him and the general shareholders of the Company and he qualifies as Independent Officer stipulated by the Exchange.
4
Candidate No. 1 | Morio Ueno | |||
Reelection | ||||
(Date of birth: November 5, 1939) | ||||
Career summary, positions and areas of responsibility in the Company, and | ||||
important concurrent positions | ||||
January 1966 | Joined the Company | |||
Number of the | Managing Director of the Company | |||
January 1976 | President and Representative Director of the Company | |||
Company's shares held: | ||||
June 2008 | President, Representative Director and CEO of the Company | |||
4,070,880 | ||||
June 2010 | Chairman and Representative Director of the Company | |||
Attendance at Board of | June 2015 | Chairman and Director of the Company (incumbent) | ||
Directors meetings | Reason for nomination as candidate for Director | |||
(FY2022): | Mr. Morio Ueno served as the former President of the Company for many years and | |||
10 out of 10 (100%) | has adequate management experience and accomplishments. He currently serves as | |||
Chairman and Director of the Company, giving accurate advice from experience on | ||||
overall management and fulfilling appropriate roles such as determination of | ||||
important matters and supervision of business operations. Accordingly, the Company | ||||
nominated him as a candidate for Director. | ||||
Candidate No. 2 | Takeshi Ueno | |||
Reelection | ||||
(Date of birth: January 30, 1970) | ||||
Career summary, positions and areas of responsibility in the Company, and | ||||
important concurrent positions | ||||
June 1997 | Joined the Company | |||
October 1999 | General Manager, Electronic Disclosure Promotion Office, Sales | |||
Headquarters of the Company | ||||
June 2000 | Director of the Company | |||
April 2004 | Managing Director of the Company | |||
June 2005 | Senior Managing Director of the Company | |||
June 2007 | Executive Vice President and Director of the Company | |||
June 2008 | Executive Vice President, Representative Director and COO of the | |||
Company | ||||
Number of the | May 2010 | President and Representative Director of ASP Communications | ||
Company's shares held: | Co., Ltd. (incumbent) | |||
734,420 | June 2010 | President and Representative Director of the Company | ||
Attendance at Board of | (incumbent) | |||
July 2014 | President of PRONEXUS TAIWAN Co., Ltd. (incumbent) | |||
Directors meetings | ||||
October 2019 | Chairman of PRONEXUS VIETNAM CO., LTD (incumbent) | |||
(FY2022): | ||||
May 2021 | Chairman and Representative Director of Zaihon, Inc. (incumbent) | |||
10 out of 10 (100%) | ||||
Reason for nomination as candidate for Director | ||||
For over 10 years after joining the Company, Mr. Takeshi Ueno has played an active | ||||
role in establishing new businesses that today have become mainstay businesses of | ||||
the Company such as the digitization of legal disclosure documents and the database | ||||
business. Since becoming the Company's President, by promoting Medium-term | ||||
Management Plan, he has worked to reform the business structure to make it better | ||||
suited to the changing business environment, including digitization initiatives while | ||||
at the same time working to steadily increase the operating results of the Overseas | ||||
Promotion Support Business in the field of new businesses. He has been steadily | ||||
striving in this way to deal with various management issues to enhance the corporate | ||||
value, and he is expected to continuously show strong leadership. Accordingly, the | ||||
Company nominated him as a candidate for Director. |
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Disclaimer
Pronexus Inc. published this content on 05 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 June 2023 15:06:06 UTC.