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 code: 3156 June 12, 2024 (Date of commencement of measures for electronic provision: June 5, 2024)
To our shareholders:
Tomoharu Asaka
Representative Director
Restar Corporation
10-9, Konan 2-chome,Minato-ku, Tokyo
Notice of Convocation of the 5th Ordinary General Meeting of Shareholders
Restar Corporation (hereinafter referred to as "the Company") will hold its 5th Ordinary General Meeting of Shareholders as explained below.
We have adopted measures for the electronic provision of information for this General Meeting of Shareholders. The matters to be provided in electronic format (the "Electronic Provision Measures Matters") are posted on the Internet website shown below as "Notice of Convocation of the 5th Ordinary General Meeting of Shareholders."
The Company's website: https://www.en.restargp.com/ir/stock-related/#ir-stock-general-meeting
This information is also posted on the Internet website shown below.
Tokyo Stock Exchange website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the Tokyo Stock Exchange website shown above, enter the Company's name or securities code to search, and click "Basic information" then "Documents for public inspection/PR information" to view the Electronic Provision Measures Matters.
If you plan not to attend the meeting, you can exercise your voting rights using either of the following methods, so please exercise your voting rights after reviewing the Reference Materials for the General Meeting of Shareholders listed in the Electronic Provision Measures Matters.
[Exercising voting rights in writing]
Please indicate your approval or disapproval of each of the proposals on the enclosed form and return it to the Company no later than 5:30 p.m. on Wednesday, June 26, 2024 (JST).
[Exercising voting rights via the Internet]
Please access our designated voting website (https://evote.tr.mufg.jp/) and enter the login ID and temporary password printed on the enclosed form for exercising voting rights and follow the on-screen instructions to enter your approval or disapproval of each of the proposals no later than 5:30 p.m. on Wednesday, June 26, 2024 (JST).
In addition, if using the Internet to exercise your voting rights, we request that you kindly check "Instructions on Exercising Your Voting Rights via the Internet" in "Instructions on Exercising Your Voting Rights" on pages 3 and 4.
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- Date and Time: 10:00 a.m. on Thursday, June 27, 2024 (JST) (Reception desk is scheduled to open at 9:30 a.m.)
- Venue: Seminar Room, Restar Building 3F
10-9, Konan 2-chome,Minato-ku, Tokyo
(As of August 21, 2023, the Company has relocated its head office from Shinagawa-ku, Tokyo to Minato-ku, Tokyo, and the venue for the General Meeting of Shareholders has been changed as stated above. When attending, please refer to the Ordinary General Meeting of Shareholders venue guide map at the end of the document and be careful not to make any mistakes.)
3. Agenda:
Matters to be reported:
- Business Report, Consolidated Financial Statements and Audit Reports on the Consolidated Financial Statements from the Accounting Auditor and the Audit and Supervisory Committee for the 15th Fiscal Year (April 1, 2023 to March 31, 2024)
- Report on the Non-consolidated Financial Statements for the 15th Fiscal Year (April 1, 2023 to March 31, 2024)
Matters to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Six Directors (Excluding Directors Who are Audit and Supervisory Committee Members)
Proposal No. 3: Election of Three Directors Who are Audit and Supervisory Committee Members
Proposal No. 4: Election of One Substitute Director Who is an Audit and Supervisory Committee Member
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Instructions on Exercising Voting Rights
Please refer to "Instructions on Exercising Your Voting Rights" on pages 3 to 4. - Instructions on the Acceptance of Questions Beforehand
On the Company's website (https://www.restargp.com/), please click CONTACT, go to Inquiries on IR -> click "inquiry," and submit your question.
- The paper copy (Notice of Convocation of the 5th Ordinary General Meeting of Shareholders) sent to shareholders doubles as the paper copy of the Electronic Provision Measures Matters based on shareholders' requests for the delivery of documents. The following items are not included in this paper copy, in accordance with the provisions of applicable laws and regulations, as well as Article 16 of the Company's Articles of Incorporation. As such, this paper copy only presents part of the documents audited by the Audit and Supervisory Committee and the Accounting Auditor in preparing their audit reports.
- Notes to the Consolidated Financial Statements
- Notes to the Non-consolidated Financial Statements
- In the event of revisions to the Electronic Provision Measures Matters, the details of the revisions will be made available on each website on which the Electronic Provision Measures Matters are posted.
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Instructions on Exercising Your Voting Rights
The right to vote at the General Meeting of Shareholders is an important right for shareholders.
Please review the Reference Materials for the General Meeting of Shareholders included in the Electronic Provision Measures Matters and exercise your voting rights.
There are two options to exercise your voting rights as shown below.
Exercise of Voting Rights in Writing by Postal Mail
Please indicate your for or against the proposals on the enclosed voting rights exercise form and return it to us by postal mail without a postage stamp. If you do not indicate your vote on a proposal, it will be treated as a vote "for" that proposal.
Deadline for the exercise of voting rights: Received by 5:30 p.m. on Wednesday, June 26, 2024 (JST).
Exercise of Voting Rights via the Internet
Please access the website for exercising voting rights (https://evote.tr.mufg.jp/) using a PC or smartphone, enter the login ID and temporary password provided on the enclosed voting rights exercise form, and follow the instructions on the screen to indicate your vote for or against the proposals.
Deadline for the exercise of voting rights: 5:30 p.m. on Wednesday, June 26, 2024 (JST).
How to Complete Your Voting Rights Exercise Form
Proposal No. 1 and Proposal No. 4
If you vote for the proposal, please tick the column "Agree."
If you vote against the proposal, please tick the column "Disagree."
Proposal No. 2 and Proposal No. 3
If you vote for all candidates, please tick the column "Agree."
If you vote against all candidates, please tick the column "Disagree."
If you vote for some of the candidates, please tick the column "Agree" and enter the number(s) of the candidate whom you disagree with.
If you exercise your voting rights both in writing (by postal mail) and via the Internet, the exercise of voting rights via the Internet will be taken as a valid exercise of voting rights. If you exercise your voting rights more than once via the Internet, the last vote will be treated as a valid exercise of voting rights.
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Instructions on Exercising Your Voting Rights via the Internet
By Scanning the QR Code
You can log in to the website for exercising voting rights without entering your login ID and temporary password as provided on your voting rights exercise form.
- Scan the QR code on the bottom right of your voting rights exercise form. * QR code is a registered trademark of DENSO WAVE INCORPORATED.
- Please follow the instructions on the screen to indicate your vote for or against the proposals.
By Entering Login ID and Temporary Password
Website for Exercising Voting Rights URL: https://evote.tr.mufg.jp/
- Access the website for exercising voting rights.
- Enter the "login ID and temporary password" provided on your voting rights exercise form.
- Please follow the instructions on the screen to indicate your vote for or against the proposals.
If you have any questions about how to operate your PC or smartphone to exercise your voting right via the Internet, please contact below.
Transfer Agency Department, Mitsubishi UFJ Trust and Banking Corporation
Help Desk at 0120-173-027(Toll-free within Japan / from 9:00 a.m. to 9:00 p.m.)
Institutional investors may use the platform for the electronic exercise of voting rights for institutional investors operated by ICJ, Inc.
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Reference Materials for the General Meeting of Shareholders
Proposals and reference matters
Proposal No. 1: Appropriation of Surplus
1. Reason for the appropriation of surplus
In order to make up for the deficit in retained earnings brought forward, improve financial standing, and ensure the flexibility and agility of future capital policy, the Company proposes the appropriation of surplus. Specifically, pursuant to the provisions of Article 452 of the Companies Act, the deficit will be covered by transferring other capital surplus to retained earnings brought forward. As a result, the Company's amount of retained earnings brought forward after the transfer will be 0 yen.
This proposal relates to a transfer of account items within net assets on the non-consolidated balance sheet, therefore there are no changes in the amount of net assets of the Company. In addition, the total number of shares issued will not change, therefore there will be no impact on shareholders' number of shares held or net assets per share.
2. Matters related to the appropriation of surplus
(1) | Item under retained earnings to be reduced and said amount | |
Other capital surplus | 790,157,264 yen | |
(2) | Item under retained earnings to be increased and said amount | |
Retained earnings brought forward | 790,157,264 yen |
- Effective date of appropriation of surplus June 28, 2024
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Proposal No. 2: Election of Six Directors (Excluding Directors Who are Audit and Supervisory Committee Members)
At the conclusion of this General Meeting of Shareholders, the terms of office of all four Directors (excluding Directors who are Audit and Supervisory Committee Members; applicable to the rest of this proposal) will expire. Therefore, the Company proposes that six Directors be elected.
This proposal has been reviewed by the Audit and Supervisory Committee and the candidates for Director herein proposed have been deemed to be suitable.
The candidates for Director are as follows.
Candidate | Name | Positions and responsibilities within the Company | ||
No. | ||||
1 | Kunihiro Konno | Chairman and President | Reelection | |
2 | Hideya Yamaguchi | Representative Director and Vice President | Reelection | |
3 | Tomoharu Asaka | Representative Director and Vice President | Reelection | |
4 | Hiroaki Konno | Representative Executive Director | Reelection | |
New election | ||||
5 | Kiyoshi Togawa | Outside Director (Audit and Supervisory Committee Member) | Outside | |
Independent | ||||
New election | ||||
6 | Jin-hyuk Yun | - | Outside | |
Independent | ||||
Reelection: Candidate for reelection as Director | ||||
New election: Candidate for new election as Director | ||||
Outside: Candidate for Outside Director | ||||
Independent: Independent Director | ||||
Candidate | Name | Career summary, positions and responsibilities within the | Number of shares | |
of the Company | ||||
No. | (Date of birth) | Company | ||
owned | ||||
Apr. 1987 | Established VITEC CO., LTD. (VITEC | |||
HOLDINGS CO., LTD.) | ||||
President, VITEC CO., LTD. | ||||
Nov. 1996 | Senior Vice President, Member of the Board | |||
and Counselor (soudanyaku), VITEC CO., | ||||
LTD. | ||||
June 2003 | Special Advisor,VITEC CO., LTD. | |||
June 2012 | Chairman, VITEC CO., LTD. | |||
Apr. 2013 | Chairman & President, VITEC CO., LTD. | |||
Jan. 2018 | President, VITEC GLOBAL ELECTRONICS | |||
Kunihiro Konno | CO., LTD. (currently Restar Electronics | |||
Corporation) | ||||
(July 15, 1940) | 3,225 | |||
Apr. 2018 | Chairman & Representative Director, Vitec | |||
Reelection | ||||
Vegetable Factory Co., Ltd. | ||||
1 | Aug. 2018 | Chairman & Member of the Board, Vitec | ||
Vegetable Factory Co., Ltd. | ||||
Apr. 2019 | Chairman and CEO, the Company | |||
Apr. 2020 | Representative Director and CEO, the | |||
Company | ||||
June 2023 | Chairman, President and CEO, the Company | |||
Apr. 2024 | Chairman and President, the | |||
Company (present post) | ||||
[Significant concurrent positions outside the Company] | ||||
None | ||||
[Reasons for nomination] | ||||
Mr. Kunihiro Konno has worked in the electronics industry for many years. With his managerial experience and | ||||
achievements, the Company believes that he will be able to continue to appropriately perform his duties as a Director in | ||||
the overall management of the Group. | ||||
[Special interest between the candidate and the Company] | ||||
There are no significant conflicts of interest. |
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Candidate | Name | Career summary, positions and responsibilities within the | Number of shares | ||
of the Company | |||||
No. | (Date of birth) | Company | |||
owned | |||||
Apr. 1982 | Joined TOSHIBA CORPORATION | ||||
Apr. 2000 | Vice President, Toshiba Europe Electronic | ||||
Components, Inc. | |||||
June 2005 | Vice President, Toshiba America Electronic | ||||
Components, Inc. | |||||
June 2012 | President, Toshiba America Electronic | ||||
Components, Inc. | |||||
June 2016 | President and CEO, TOSHIBA DEVICE | ||||
CORPORATION | |||||
Oct. 2019 | Managing Executive Officer, the Company | ||||
Executive Vice President, Restar Electronics | |||||
Hideya Yamaguchi | Corporation | ||||
(April 21, 1959) | Apr. 2020 | Senior Managing Executive Vice President, | 5,977 | ||
Reelection | Restar Electronics Corporation | ||||
Oct. 2020 | Senior Corporate Executive Officer, the | ||||
2 | Company | ||||
President, Restar Electronics Corporation | |||||
June 2021 | Representative Director, the Company | ||||
June 2022 | Deputy Chief Executive Officer, the Company | ||||
June 2023 | Representative Director, Vice President and | ||||
COO, the Company | |||||
Apr. 2024 | Representative Director and Vice President, the | ||||
Company (present post) | |||||
[Significant concurrent positions outside the Company] | |||||
None | |||||
[Reasons for nomination] | |||||
Mr. Hideya Yamaguchi has worked in the electronics industry for many years. With his knowledge and managerial | |||||
experience, the Company believes that he, as an officer in charge of global expansion and new business promotion | |||||
of the Group, will be able to appropriately perform his duties as a Director. | |||||
[Special interest between the candidate and the Company] | |||||
There are no significant conflicts of interest. | |||||
Apr. 1974 | Joined Sumitomo Corporation | ||||
May 2001 | CFO, Sumitomo Corporation Europe Limited | ||||
June 2006 | Representative Director and President, | ||||
Sumitomo Shoji Financial Management Co., | |||||
Ltd. | |||||
June 2009 | Full-time Corporate Auditor, Sumisho | ||||
Computer Systems Corporation (currently | |||||
SCSK Corporation) | |||||
Oct. 2011 | Full-time Corporate Auditor, SCSK Corporation | ||||
Tomoharu Asaka | June 2013 | Full-time Corporate Auditor, JIEC Co., Ltd. | |||
(January 28, 1952) | July 2017 | Advisor, the Company | 5,048 | ||
Reelection | June 2018 | Director (Full-time Audit and Supervisory | |||
Committee Member), the Company | |||||
3 | June 2022 | Representative Director, the Company | |||
June 2023 | Representative Director, Vice President and | ||||
CFO in charge of Corporate Office, the | |||||
Company | |||||
Apr. 2024 | Representative Director and Vice President, the | ||||
Company (present post) | |||||
[Significant concurrent positions outside the Company] | |||||
None | |||||
[Reasons for nomination] | |||||
Mr. Tomoharu Asaka has abundant experience at general trading companies, specialist knowledge mainly | |||||
concerning accounting and finance, and experience as a corporate auditor. The Company believes that he, as the | |||||
manager in charge of corporate operations, will be able to appropriately perform his duties as a Director on the path | |||||
to expanding its business in the future. | |||||
[Special interest between the candidate and the Company] | |||||
There are no significant conflicts of interest. |
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Candidate | Name | Career summary, positions and responsibilities within the | Number of shares | |
of the Company | ||||
No. | (Date of birth) | Company | ||
owned | ||||
Apr. 1977 | Joined Asahi Fire & Marine Insurance Co. Ltd. | |||
(currently Rakuten General Insurance Co., Ltd.) | ||||
June 2009 | Corporate Auditor, VITEC CO., LTD. (VITEC | |||
HOLDINGS CO., LTD.) | ||||
Apr. 2013 | Joined VITEC CO., LTD. | |||
Apr. 2017 | Corporate Officer, VITEC CO., LTD. | |||
Managing Director, VITEC GREEN ENERGY | ||||
CO., LTD. | ||||
Hiroaki Konno | Apr. 2018 | Representative Director and President, VITEC | ||
ENESTA CO., LTD. | ||||
(January 9, 1973) | 31,326 | |||
Apr. 2019 | Executive Officer, the Group | |||
Reelection | ||||
Apr. 2020 | Corporate Executive Officer, the Company | |||
4 | Apr. 2022 | Senior Corporate Executive Officer, the | ||
Company | ||||
Apr. 2023 | Representative Director and President, RESTAR | |||
COMMUNICATIONS Corporation | ||||
June 2023 | Representative Executive Director, the | |||
Company (present post) | ||||
[Significant concurrent positions outside the Company] | ||||
None | ||||
[Reasons for nomination] | ||||
Mr. Hiroaki Konno has extensive management experience and broad knowledge regarding the Group's | ||||
environmental energy business. The Company believes that he, as a chief of systems business unit of the Group, | ||||
will be able to appropriately perform his duties as a Director. | ||||
[Special interest between the candidate and the Company] | ||||
There are no significant conflicts of interest. |
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Candidate | Name | Career summary, positions and responsibilities within the | Number of shares | ||
of the Company | |||||
No. | (Date of birth) | Company | |||
owned | |||||
Apr. 1971 | Joined Hitachi Chemical Co., Ltd. (currently | ||||
Resonac Corporation) | |||||
Apr. 2000 | Executive Officer, Manager, International | ||||
Business Promotion Office, Hitachi Chemical | |||||
Co., Ltd. | |||||
Apr. 2004 | Vice President and Executive Officer, General | ||||
Manager, Marketing & Sales Operations, | |||||
Hitachi Chemical Co., Ltd. | |||||
Apr. 2007 | Senior Vice President and Executive Officer, | ||||
Kiyoshi Togawa | General Manager, Marketing & Sales | ||||
Operations, Hitachi Chemical Co., Ltd. | |||||
(May 21, 1948) | Apr. 2010 | Senior Vice President and Executive Officer, | |||
New election | General Manager, Corporate Business Strategy | 0 | |||
Outside | Headquarters and Manager, Group Company | ||||
Independent | Office, Hitachi Chemical Co., Ltd. | ||||
Mar. 2013 | Representative, VISTOM Marketing (present | ||||
5 | post) | ||||
Outside Director, SWCC SHOWA HOLDINGS | |||||
CO., LTD. (currently SWCC Corporation) | |||||
Sept. 2017 | Outside Auditor, the Company | ||||
June 2018 | Outside Director (Audit and Supervisory | ||||
Committee Member), the Company (present | |||||
post) | |||||
[Significant concurrent positions outside the Company] | |||||
Representative, VISTOM Marketing | |||||
[Reasons for nomination and summary of expected roles] | |||||
Mr. Kiyoshi Togawa has been nominated due to his wide-ranging experience and outstanding insights accumulated | |||||
in his managerial roles in sales and management strategy at a manufacturer of functional materials and cutting-edge | |||||
components and systems, and as a university lecturer, which the Company expects him to use to provide opinions | |||||
regarding management supervision, auditing, and business strategies from an objective and neutral perspective, | |||||
leading to a further strengthening of the Company's corporate governance and business growth. | |||||
[Special interest between the candidate and the Company] | |||||
There are no significant conflicts of interest. | |||||
Apr. 1979 | Joined Samsung Electronics Co., Ltd. | ||||
Apr. 2006 | Vice President, Mobile Display Division | ||||
Manager, in charge of LCD, Samsung | |||||
Electronics Co., Ltd. | |||||
Apr. 2009 | Vice President and Division Manager, Samsung | ||||
Mobile Display Co., Ltd. (currently Samsung | |||||
Jin-hyuk Yun | Display Co., Ltd.) | ||||
(October 6, 1953) | Apr. 2010 | Representative Director, Samsung Japan | |||
New election | Corporation | 0 | |||
Apr. 2012 | Representative Director and President, | ||||
Outside | |||||
S-1CORPORATION | |||||
Independent | |||||
Apr. 2013 | Chairman, Korea Industrial Technology | ||||
6 | Protection Association | ||||
Jan. 2018 | Advisor, S-1CORPORATION | ||||
Apr. 2020 | Advisor (part-time), the Company (present post) | ||||
[Significant concurrent positions outside the Company] | |||||
None | |||||
[Reasons for nomination and summary of expected roles] | |||||
Mr. Jin-hyuk Yun has been nominated due to his wide-ranging management experience and global perspective | |||||
cultivated over many years as a business manager in business strategy planning and device business at a global | |||||
company, which the Company expects him to use to provide opinions regarding management supervision, global | |||||
strategies, and business strategies from an objective and neutral perspective, leading to a further strengthening of | |||||
the Company's corporate governance and business growth. | |||||
[Special interest between the candidate and the Company] | |||||
There are no significant conflicts of interest. | |||||
(Notes) 1. | Mr. Kiyoshi Togawa and Mr. Jin-hyuk Yun are candidates for Outside Director. |
2. Mr. Kiyoshi Togawa is currently an Outside Director who is an Audit and Supervisory Committee Member of the Company,
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and at the conclusion of this General Meeting of Shareholders, his term of office as Outside Director who is an Audit and Supervisory Committee Member will have been six years. Furthermore, his records of attendance have been 22/22 (100%) at Board of Directors meetings for this fiscal year and 16/16 (100%) at Audit and Supervisory Committee meetings.
- If the election of Mr. Kiyoshi Togawa and Mr. Jin-hyuk Yun as Outside Directors is approved, the Company plans to conclude liability limitation contracts with them pursuant to Article 427, Paragraph 1 of the Companies Act such that their liability for damages outlined under Article 423, Paragraph 1 of the same act shall be limited to the minimum liability amount stipulated in Article 425, Paragraph 1 of the same act.
- The Company has notified the Tokyo Stock Exchange that Mr. Kiyoshi Togawa is being designated as an Independent Director according to the rules of the said exchange. If his election is approved, the Company plans for his appointment as Independent Director to continue. Furthermore, the Company's criteria for determining independence of Outside Directors is appended for your reference.
- Mr. Jin-hyuk Yun meets the requirements for independence according to the rules of the Tokyo Stock Exchange. If his election is approved, the Company plans to notify the aforementioned exchange that he is being designated as an Independent Director. Furthermore, the Company's criteria for determining the independence of Outside Directors is appended for your reference.
- The Company has entered into a Directors and Officers liability insurance contract as stipulated in Article 430-3, Paragraph 1 of the Companies Act with an insurance company. The policy covers attorneys' fees in relation to litigations and damage payments to be borne by insured persons arising from third party litigations. Each of the candidates will be included as insured persons under the insurance contract.
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Disclaimer
Restar Holdings Corporation published this content on 12 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 June 2024 00:06:10 UTC.