Dear Shareholders,
We wish to extend our sincere gratitude for your continued support.
On February 1, 2021, the Mitsubishi Electric Group celebrated the 100th anniversary of its establishment. We would like to extend our sincere thanks to everyone who has supported us over the years. It is through your assistance that we have continued to engage in business for a century.
Our goals are both to become a group company that responds to the demands of our era and to achieve a higher level of growth through continuous innovation.
We humbly ask for your continued support in our initiatives going forward. This document has been sent in order to notify you of the 150th Ordinary
General Meeting of Shareholders, which will be convened on Tuesday, June 29, 2021. Included in the material is an overview of Mitsubishi Electric's business
operations during fiscal 2021 as well as a summary of its future initiatives.
June 2021
Takeshi Sugiyama, Director, President & CEO
Table of Contents
Notice of Convocation of the 150th Ordinary General Meeting of Shareholders | 1 | ||||
Reference Materials for the 150th Ordinary General Meeting of Shareholders | |||||
Item : The Election of Twelve (12) Directors | 3 | ||||
Guidance for the Exercise of Voting Rights | 12 | ||||
Business Report | |||||
I. Matters Relating to the Mitsubishi Electric Group | |||||
1. | Business Development and Results | 14 | |||
2. | Capital Expenditures | 21 | |||
3. | Research and Development | 22 | |||
4. | Topics | 24 | |||
5. | Corporate Agenda | 27 | |||
6. | Trends in Operating Results and Financial Condition | 30 | |||
7. | Principal Offices | 31 | |||
8. | Employees | 32 | |||
9. | Fund Raising | 32 | |||
10. | Principal Lenders | 33 | |||
11. | Principal Subsidiaries | 33 | |||
II. Matters Related to Mitsubishi Electric Corporation | |||||
1. | Matters Related to Shares | 35 | |||
2. | Directors and Executive Officers | 36 | |||
3. | Matters Related to the Directors and Officers Liability Insurance (D&O Insurance) | 46 | |||
4. | Status of the Independent Auditor | 47 | |||
5. | Summary of Systems Necessary to Ensure the Properness of Operations of the | 48 | |||
Company and the Status of the Management | |||||
6. | Basic Policy Regarding Control over the Company | 52 | |||
7. | Policy on the Determination of Dividends from Surplus | 52 | |||
Consolidated Financial Statements | 53 | ||||
Financial Statements | 56 | ||||
Audit Reports | 58 | ||||
IMPORTANT NOTICE
The present Notice of Convocation and all of the attached materials are English translations of the original Japanese-language notice, which has been prepared in compliance with requirements under applicable Japanese laws, regulations and/or administrative ordinances. Please note that this English translation is published for the purposes of reference and convenience and UNDER NO CIRCUMSTANCES shall this English translation create any binding effect on Mitsubishi Electric Corporation; ONLY the Japanese original shall have effect on the exercise of shareholders' rights, and only to the extent secured under the laws of Japan. Also, Mitsubishi Electric Corporation makes no warranty of any nature as to the accuracy or preciseness of the present English translation of the Notice of Convocation.
(Stock Code: 6503)
June 4, 2021
To Our Shareholders
Mitsubishi Electric Corporation
2-7-3, Marunouchi, Chiyoda-ku, Tokyo
Takeshi Sugiyama
Director, President & CEO
NOTICE OF CONVOCATION
OF THE 150TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders,
The 150th Ordinary General Meeting of Shareholders of Mitsubishi Electric Corporation will be convened as described below.
In order to prevent the spread of the novel coronavirus disease (COVID-19) and also for your safety and security, we strongly request our shareholders to exercise voting rights in writing or via the Internet in advance, and to refrain from attendance at the General Meeting of Shareholders on the designated date, regardless of your health conditions.
You are requested to consider the attached reference materials and exercise your voting rights, indicating your approval or disapproval of each of the proposals put forward for resolution, by no later than 5:30 PM on Monday, June 28, 2021. The pertinent procedures for exercising your voting rights are outlined on pages 12-13.
While we will implement appropriate measures to prevent infections at the meeting venue, we expect the number of available seats to be fewer than usual. Please be advised that some attendees may not be allowed to enter the venue due to the lack of seating. Please see the Company's Website (https://www.MitsubishiElectric.co.jp/ir/meeting/) (Japanese only) for other details regarding our infection prevention measures.
Please note that the location, time, etc., of the Ordinary General Meeting of Shareholders is subject to change depending on the state of the spread of infections. Information regarding changes will be posted on the Company's Website (https://www.MitsubishiElectric.com/en/investors/meeting/). Please check the Website prior to visiting the meeting venue.
Particulars
1. Meeting Date and Time: Tuesday, June 29, 2021 at 10:00 AM (entry begins at 9:00 AM)
2. Meeting Venue:Palace Hotel Tokyo, 2nd Floor "AOI" 1-1-1 Marunouchi, Chiyoda-ku, Tokyo
3. Meeting Agenda:
Tabling of Reports
Tabling of the Business Report, Consolidated and Non-Consolidated Financial Statements, Independent Auditor's Report and the Audit Committee's Report on Consolidated Financial Statements for the 150th fiscal year (from April 1, 2020 to March 31, 2021)
Matters for Resolution
The Election of Twelve (12) Directors
- Shareholders attending the meeting on June 29, 2021 are requested to submit the enclosed Voting Rights Exercise Form at the front desk of the meeting venue.
- The following items of the Business Report and Consolidated and Non-Consolidated Financial Statements are posted on the Company's Website (https://www.MitsubishiElectric.com/en/investors/meeting/) and therefore are not included in the Notice of Convocation of the 150th Ordinary General Meeting of Shareholders, in accordance with laws and Article 15 of Mitsubishi Electric's Articles of Incorporation.
- Summary of Systems Necessary to Ensure the Properness of Operations of the Company and the Status of the Management
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- Consolidated Statement of Changes in Equity
- Notes to Consolidated Financial Statements
- Statement of Changes in Net Assets
- Notes to Financial Statements
Statements to be audited, including relevant notes to be disclosed on the Company's Website, have been duly audited by the Audit Committee and Independent Auditor.
3. Please kindly take note that amendments to reference materials, the Business Report and the Consolidated and Non-Consolidated Financial Statements will be posted on the Company's Website (https://www.MitsubishiElectric.com/en/investors/meeting/).
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Reference Materials for the 150th Ordinary General Meeting of Shareholders
Reference Items
Item: The Election of Twelve (12) Directors
The terms of office with all the Company's Directors (12 members) will expire at the end of this Ordinary General Meeting of Shareholders. Therefore, Mitsubishi Electric Corporation is to submit an agenda item concerning the election of 12 Directors, including 5 Outside Directors, in line with a decision made by the Nomination Committee.
Details of the candidates are as follows:
Status of attendance | |||
No. | Name | Current major positions and assignments at the Company | at Board of |
Directors' meetings | |||
Masaki Sakuyama | 100% | ||
1 | Chairman, Member of the Board | (Eight out of eight | |
(Reappointment) | |||
meetings) | |||
2 | Takeshi Sugiyama | Director, Representative Executive Officer, President & | 100% |
(Eight out of eight | |||
(Reappointment) | CEO | ||
meetings) | |||
3 | Masahiko Sagawa | 100% | |
Director, Member of the Audit Committee | (Eight out of eight | ||
(Reappointment) | |||
meetings) | |||
Tadashi Kawagoishi | Director, Member of the Compensation Committee, | 100% | |
4 | (Eight out of eight | ||
(Reappointment) | Executive Officer, Accounting and Finance, CFO | ||
meetings) | |||
Takashi Sakamoto | 100% | ||
5 | Director, Member of the Audit Committee | (Five out of five | |
(Reappointment) | |||
meetings) | |||
Kei Uruma | Director, Representative Executive Officer, Senior Vice | 100% | |
6 | President, Export Control, Corporate Strategic Planning | (Five out of five | |
(Reappointment) | |||
and Operations of Associated Companies, CSO | meetings) | ||
7 | Kuniaki Masuda | Executive Officer, General Affairs and Human Resources | - |
(New Candidate) | |||
Mitoji Yabunaka | 100% | ||
(Reappointment) | Director, Chairman of the Nomination Committee, | ||
8 | (Candidate for Outside | (Eight out of eight | |
Member of the Compensation Committee | |||
Director) | meetings) | ||
(Independent Director) | |||
Hiroshi Obayashi | |||
(Reappointment) | Director, Chairman of the Audit Committee, Member of | 100% | |
9 | (Candidate for Outside | (Eight out of eight | |
the Nomination Committee | |||
Director) | meetings) | ||
(Independent Director) | |||
Kazunori Watanabe | |||
(Reappointment) | Director, Chairman of the Compensation Committee, | 100% | |
10 | (Candidate for Outside | (Eight out of eight | |
Member of the Audit Committee | |||
Director) | meetings) | ||
(Independent Director) | |||
Hiroko Koide | |||
(Reappointment) | Director, Member of the Nomination Committee, | 100% | |
11 | (Candidate for Outside | (Eight out of eight | |
Member of the Compensation Committee | |||
Director) | meetings) | ||
(Independent Director) | |||
Takashi Oyamada | |||
(Reappointment) | Director, Member of the Nomination Committee, | 100% | |
12 | (Candidate for Outside | (Eight out of eight | |
Member of the Audit Committee | |||
Director) | meetings) | ||
(Independent Director) |
Note:
Mitsubishi Electric Corporation held eight Board of Directors meetings during the fiscal year.
The status of attendance for Mr. Takashi Sakamoto and Mr. Kei Uruma are based on the number of the Board of Directors' meetings held after they assumed office on June 26, 2020.
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Disclaimer
Mitsubishi Electric Corporation published this content on 28 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 June 2021 15:40:06 UTC.