Securities Code 9678
January 4, 2023
To Our Shareholders
1-19, Odori Higashi 3-chome
Chuo-ku, Sapporo, Hokkaido
060-0041, Japan
Tetsuo Kanamoto, President
Notification and Invitation to the 58th Regular General Meeting of the Shareholders
On behalf of the company, I would like to express our sincere appreciation for your continuing support.
It is a pleasure to send you notification of the 58th Regular General Meeting of the Shareholders of Kanamoto Company, Ltd., which will be convened at the time and location indicated below.
If you are unable to attend the Meeting, please take a few moments to read the following reference documents for the General Meeting of the Shareholders, and exercise your voting rights by using either of the procedures indicated below.
[To exercise your shareholder voting rights in writing (by mail)]
Shareholders who wish to exercise their voting rights using the Form for Exercising Voting Rights are requested to use the enclosed form to cast an affirmative or negative vote regarding the resolutions presented for approval. Please sign your voting form and return it to us by 5:00 p.m. on Wednesday, January 25, 2023 (Japan time).
[To exercise your shareholder voting rights by Internet]
Shareholders who wish to exercise their voting rights using the Internet are requested to exercise their voting rights to cast an affirmative or negative vote regarding the resolutions presented for approval by 5:00 p.m. on Wednesday, January 25, 2023 (Japan time).
◎Please refer to the Instructions When Exercising of Voting Rights Using the Internet, etc. provided below on Page 20 to 21.
1. | Date and Time | Thursday, January 26, 2023, 10:00 a.m. (Reception desk will open from 9:00 a.m.) |
2. | Location | 11-1 Nishi, Kita 1-jo,Chuo-ku, Sapporo, Hokkaido, Japan |
Royton Sapporo, 3rd Floor "Royton Hall" |
3. Purpose and Topics of the Meeting Matters to be reported
- Report of Business Operations and the Consolidated Financial Statements, and the Report on Results of the Audit by the Accounting Auditor and the Board of Corporate Auditors on the Consolidated Financial Statements, for the 58th Business Period (from November 1, 2021 to October 31, 2022)
- Report of the Non-Consolidated Financial Statements for the 58th Business Period (from November
1, 2021 to October 31, 2022)
Resolutions to be presented for Shareholder Approval
Resolution#1 | Amendment to the Articles of Incorporation |
Resolution#2 | Appointment of thirteen (13) individuals to position of Director |
Resolution#3 | Appointment of four (4) individuals to position of Corporate Auditor |
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◎Exercise of voting rights by proxy
When you will exercise your voting rights by proxy, one (1) other shareholder with voting rights can attend the General Meeting of the Shareholders as your representative. However, your proxy will be required to present documentation to verify he/she has the authority to vote on your behalf.
◎When attending the General Meeting of the Shareholders on the scheduled date, please submit the enclosed
Form for Exercising Voting Rights at the reception desk on the meeting date.
◎As part of the documents to be provided to shareholders when issuing this notification to convene a Regular General Meeting of the Shareholders, information pertaining to matters that should be disclosed in the Notes to the Consolidated Financial Statements and Notes to the Non-Consolidated Financial Statements will be provided to shareholders in the form of documents available on Kanamoto's Internet website [https://www.kanamoto.ne.jp] based on laws and regulations and Article 16 of Kanamoto's Articles of Incorporation.
In addition to the matters described in the enclosed 58th Business Period Report of Business Operations, the matters that should be disclosed as Notes to the Consolidated Financial Statements and Notes to the Non- Consolidated Financial Statements are included as well in the Consolidated Financial Statements and Non- Consolidated Financial Statements that were audited when the Board of Corporate Auditors prepared its Audit Report and the Accounting Auditor prepared its Audit Report, respectively.
In the event of revisions to the Reference Documents for the General Meeting of the Shareholders described below and the Report of Business Operations or Consolidated Financial Statements and the Non-Consolidated Financial Statements described in the 58th Business Period Report of Business Operations, the Company will publish the changes on its Internet website [https://www.kanamoto.ne.jp].
Request to voluntarily refrain from attending the General Meeting of the Shareholders to
prevent the spread of COVID-19
To prevent the spread of the novel coronavirus disease (COVID-19) we ask that all shareholders refrain from attending the General Meeting of the Shareholders. We ask that you exercise your voting rights in writing or by using the Internet.
The Company will be taking the following measures with regard to the holding and operating of the General Meeting of the Shareholders to prevent the spread of COVID-19. We appreciate your understanding and cooperation.
- The staff at the meeting will be wearing masks.
- Alcohol-basedhand sanitizer will be placed at the entrance of the meeting venue. All shareholders who attend the meeting are requested to bring and wear a mask.
- Because shareholders attending the meeting will be seated with spacing kept between each other in the meeting room, we ask that you follow the directions of the meeting staff.
- Because of the extra spacing between seats, the number of seats available at the venue will be much fewer compared with usual years. As a result, it is possible that some shareholders who come to the venue on the date of the meeting may be refused entry.
- Shareholders who display symptoms such as a fever or cough and shareholders who exhibit other states of poor health may be refused entry to the venue. In addition, the meeting staff may check the temperature of shareholders who come to the venue.
- The Company's officers attending the meeting may be wearing masks.
- The Company plans to omit detailed explanations of the matters to be reported (including the audit reports) and the resolutions to be presented to shorten the length of the meeting.
Note: If the above responses are updated before the meeting due to the situation regarding the spread of infection, details of announcements made by the government, etc., such information will be published on Kanamoto's Internet website [https://www.kanamoto.ne.jp]. Therefore, please be sure to check the website for any updates.
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Reference Documents for the General Meeting of the Shareholders
Resolution#1 Amendment to the Articles of Incorporation 1. Reasons for the Amendments
- In line with the enforcement of the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) on September 1, 2022, and the introduction of the system for providing informational materials for the general meeting of shareholders in electronic format, the Company proposes to make the following changes to its Articles of Incorporation.
- Article 16, paragraph 1 in "Proposed amendments" below will stipulate that the Company shall take measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. in electronic format.
- Article 16, paragraph 2 in "Proposed amendments" below will establish the provision to limit the scope of the items to be stated in the paper-based documents to be delivered to shareholders who requested the delivery of paper-based documents.
- Since Article 16 (Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc.) in "Current Articles of Incorporation" will no
longer be required, this will be deleted.
- Accompanying the aforementioned establishment and deletion of provisions, supplementary provisions regarding the effective date, etc. will be established. These supplementary provisions shall be deleted after the specified term elapses.
-
In order to ensure that directors and corporate auditors can adequately fulfill the roles expected of them, the Company proposes to change the scope of company officers who can enter into contracts of limitation of liability pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act.
The Company has obtained the consent of every Corporate Auditor with respect to the amendment to Article 28, paragraph 2 of the Articles of Incorporation.
2. Details of the Amendments
The details of the amendments are as follows:
(Amendments are underlined. ) | |||||
Current Articles of Incorporation | Proposed amendments | ||||
(Internet Disclosure and Deemed Provision of | |||||
Reference Documents for the General Meeting of | |||||
Shareholders, Etc.) | (Deleted) | ||||
Article 16. When the Company convenes a general | |||||
meeting of shareholders, if it discloses | |||||
information that is to be stated or | |||||
indicated in the reference documents for | |||||
the general meeting of shareholders, | |||||
business | report, | non-consolidated | |||
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. | |||||
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Current Articles of Incorporation | Proposed amendments | ||||||||
(Measures, etc. for Providing Information in | |||||||||
(Newly established) | Electronic Format) | ||||||||
Article 16. | |||||||||
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. | |||||||||
(Exemption of Directors from Liability) | (Exemption of Directors from Liability) | ||||||||
Article 28. (Omitted) | Article 28. (Unchanged) | ||||||||
2. Pursuant to Article 427, Paragraph 1, of the | 2. Pursuant to the provisions of Article 427, | ||||||||
Companies Act, the Company may enter into | Paragraph 1 of the Companies Act, the | ||||||||
an agreement with an outside director | Company may enter into an agreement with | ||||||||
regarding limitation of liabilities for damage | a director (excluding a director involved in | ||||||||
attributable to such outside director's | executing | business | operations) | regarding | |||||
negligence of duties. However, the limitation | limitation | of | liabilities | for | damage | ||||
of liability under such agreement shall be the | attributable to such director's negligence of | ||||||||
minimum limit amount prescribed by laws | duties. However, the limitation of liability | ||||||||
and regulations. | under such agreement shall be the minimum | ||||||||
limit amount prescribed by laws and | |||||||||
regulations. | |||||||||
(Exemption of Corporate Auditors from Liability) | (Exemption of Corporate Auditors from Liability) | ||||||||
Article 36. (Omitted) | Article 36. (Unchanged) | ||||||||
2. Pursuant to the provisions of Article 427, | 2. Pursuant to the provisions of Article 427, | ||||||||
Paragraph 1 of the Companies Act, the | Paragraph 1 of the Companies Act, the | ||||||||
Company may enter into an agreement with | Company may enter into an agreement with | ||||||||
an outside corporate auditorregarding | a corporate auditorregarding limitation of | ||||||||
limitation | of | liabilities | for | damage | liabilities for damage attributable to such | ||||
attributable to such outside corporate | corporate auditors' negligence of duties. | ||||||||
auditors' negligence of duties. However, the | However, the limitation of liability under such | ||||||||
limitation of liability under such agreement | agreement shall be the minimum limit | ||||||||
shall be the minimum limit amount | amount prescribed by laws and regulations. | ||||||||
prescribed by laws and regulations. | |||||||||
(Supplementary Provisions) | |||||||||
(Transitional | Measures | Concerning | Internet | ||||||
Disclosure and Deemed Provision of Reference | |||||||||
Documents of the General Meeting of | |||||||||
Shareholders, Etc.) | |||||||||
(Newly established) | Article 1. | ||||||||
1. Article 16 of the current Articles of | |||||||||
Incorporation | (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 (the "Date of Enforcement"). | |||||||||
2. These Supplementary Provisions shall be | |||||||||
deleted on the date when six months have | |||||||||
elapsed from the Date of Enforcement or | |||||||||
three months have elapsed from the date of | |||||||||
the general meeting of shareholders in the | |||||||||
preceding paragraph, whichever is later. |
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Resolution#2 Appointment of thirteen (13) individuals to position of Director
The term of office of fourteen (14) Company Directors will terminate at the conclusion of the Regular General Meeting of the Shareholders.
Therefore, the Company is requesting approval to appoint thirteen (13) individuals to the position of Directors.
Information on the candidates for Director is provided below.
Areas in which the Company has particular expectations of each Director | |||||||||||||||||||||||||||||
Nominee | Attribute of | ||||||||||||||||||||||||||||
Name | Dialogue | Rental | |||||||||||||||||||||||||||
number | candidate | Corporate | business / | Grobal | Finance/ | Legal/ | Sales/ | ||||||||||||||||||||||
with capital | |||||||||||||||||||||||||||||
Management | industry | Business | Accountihg | Compliance | Marketing | ||||||||||||||||||||||||
markets | |||||||||||||||||||||||||||||
knowledge | |||||||||||||||||||||||||||||
1 | Kanchu | Reappointment | ● | ● | ● | ● | ● | ● | |||||||||||||||||||||
Kanamoto | |||||||||||||||||||||||||||||
2 | Tetsuo | Reappointment | ● | ● | ● | ● | ● | ● | |||||||||||||||||||||
Kanamoto | |||||||||||||||||||||||||||||
3 | Tatsuo | Reappointment | ● | ● | ● | ||||||||||||||||||||||||
Kanamoto | |||||||||||||||||||||||||||||
4 | Kazunori | Reappointment | ● | ● | ● | ● | |||||||||||||||||||||||
Hashiguchi | |||||||||||||||||||||||||||||
5 | Akira | Reappointment | ● | ● | |||||||||||||||||||||||||
Sannomiya | |||||||||||||||||||||||||||||
6 | Jun | Reappointment | ● | ● | |||||||||||||||||||||||||
Watanabe | |||||||||||||||||||||||||||||
7 | Shun | Reappointment | ● | ● | ● | ● | ● | ||||||||||||||||||||||
Hirose | |||||||||||||||||||||||||||||
8 | Hideaki | Reappointment | ● | ● | ● | ● | |||||||||||||||||||||||
Yamashita | |||||||||||||||||||||||||||||
9 | Susumu | Reappointment | |||||||||||||||||||||||||||
Outside | ● | ● | ● | ● | |||||||||||||||||||||||||
Naito | |||||||||||||||||||||||||||||
Independent | |||||||||||||||||||||||||||||
10 | Eiji | Reappointment | |||||||||||||||||||||||||||
Outside | ● | ● | ● | ● | |||||||||||||||||||||||||
Arita | |||||||||||||||||||||||||||||
Independent | |||||||||||||||||||||||||||||
11 | Motoki | Reappointment | |||||||||||||||||||||||||||
Outside | ● | ||||||||||||||||||||||||||||
Yonekawa | |||||||||||||||||||||||||||||
Independent | |||||||||||||||||||||||||||||
12 | Ayako | Reappointment | |||||||||||||||||||||||||||
Outside | ● | ● | |||||||||||||||||||||||||||
Tabata | |||||||||||||||||||||||||||||
Independent | |||||||||||||||||||||||||||||
13 | Tetsuya | Reappointment | |||||||||||||||||||||||||||
Outside | ● | ● | |||||||||||||||||||||||||||
Okawa | |||||||||||||||||||||||||||||
Independent | |||||||||||||||||||||||||||||
(Notes) above matrix never represent all the knowledge and experience of each person
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Kanamoto Co. Ltd. published this content on 28 December 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 December 2022 11:19:12 UTC.