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.
(Securities Code 2418)
March 14, 2022
To Shareholders with Voting Rights:
Masayuki Tsukada
President and CEO
TSUKADA GLOBAL HOLDINGS Inc.
3-11-10 Higashi, Shibuya-ku, Tokyo, Japan
NOTICE OF
THE 27TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We are pleased to inform you that the 27th Annual General Meeting of Shareholders of TSUKADA GLOBAL HOLDINGS Inc. (the "Company") will be held for the purposes as described below.
To prevent the spread of COVID-19 infections, please refrain from attending the meeting in person and exercise your voting rights in writing or via the internet in advance. Please review the Reference Documents for the General Meeting of Shareholders attached hereto, and exercise your voting rights no later than 6:00 p.m. on Tuesday, March 29, 2022 (JST).
1. Date and Time: Wednesday, March 30, 2022, at 10:00 a.m. (JST)
2. Place: | Grand Central, 1F, The Strings Omotesandoh |
3-6-8,Kita-Aoyama,Minato-ku, Tokyo, Japan | |
*Please note there will be no souvenirs for attendees. |
3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company's
27th fiscal term (from January 1, 2021 to December 31, 2021) and results of audits by the Financial Auditor and the Audit & Supervisory Board of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company's 27th fiscal term (from January 1, 2021 to December 31, 2021)
Proposals to be resolved:
Proposal 1: Partial Amendments to the Articles of Incorporation
Proposal 2: Election of Six Directors
Proposal 3: Awarding of Retirement Benefits to Retiring Director
4. Guidance for Exercise of Voting Rights
- If approval or disapproval for each proposal is not indicated on the Voting Rights Exercise Form, it will be deemed that approval is indicated for each proposal.
- If a shareholder of the Company exercises his/her voting rights by proxy pursuant to the provisions of Article 15 of the Company's Articles of Incorporation, the shareholder may authorize one other shareholder with voting rights to exercise his/her voting rights. In this case, please submit a document certifying the authority of representation.
- If you exercise your voting rights via the internet, please refer to "Procedures for Exercising Voting Rights via the Internet" on page 10 and exercise your voting rights no later than 6:00 p.m. on Tuesday, March 29, 2022.
- If you exercise your voting rights twice, once in writing and via the internet, those exercised via the internet shall be deemed valid. Also, if you exercise your voting rights more than once via the internet or using a personal computer and a smart phone, the vote exercised last shall be deemed valid.
- 1 -
- If you are attending in person, please present the enclosed Voting Rights Exercise Form at the reception desk on arrival at the meeting.
- If there should be any matters that must be corrected in the Reference Documents for the General Meeting of Shareholders, the Business Report, and/or the Consolidated and the Non-consolidated Financial Statements, the corrected matters are posted on the website of the Company (https://www.tsukada-global.holdings).
- In accordance with laws and regulations and the provisions of Article 16 of the Company's Articles of
Incorporation, Notes on Consolidated and Non-consolidated Financial Statements are posted on the website of the Company (https://www.tsukada-global.holdings). The Consolidated and the Non-consolidated Financial Statements shown in the attachment to this Notice are part of the Consolidated and the Non-consolidated Financial Statements audited by the Audit & Supervisory Board Members and the Financial Auditor in preparing their respective audit reports. - If any material changes should be made to the operation of the General Meeting of Shareholders in response to the status of the COVID-19 pandemic before the meeting, they will be posted on the website of the Company (https://www.tsukada-global.holdings).
- 2 -
Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1: Partial Amendments to the Articles of Incorporation
-
Reasons for the amendments
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) will be enforced on September 1, 2022. Accordingly, in order to prepare for the introduction of the system for electronic provision of materials for general meetings of shareholders, the Articles of Incorporation of the Company shall be amended as follows. - The proposed Article 16, Paragraph 1 provides that information contained in the reference documents for the general meeting of shareholders, etc. shall be provided electronically.
- The purpose of the proposed Article 16, Paragraph 2 is to establish a provision to limit the scope of matters to be included in the paper copy to be sent to shareholders who have requested it.
- The provisions related to the internet disclosure and deemed provision of the reference documents for the general meeting of shareholders, etc. (Article 16 of the current Articles of Incorporation) will become unnecessary and will therefore be deleted.
- In line with the above establishment and deletion of the provisions, supplementary provisions related to the effective date, etc. shall be established.
-
Details of the amendments
The details of the amendments are as follows.
(Amended parts are underlined.) | |
Current Articles of Incorporation | Proposed Amendments |
(Internet Disclosure and Deemed Provision of | |
Reference Documents for the General Meeting of | |
Shareholders, Etc.) | |
Article 16 The Company may, when convening a | |
general meeting of shareholders, deem that | |
it has provided information to shareholders | |
pertaining to matters to be described or | |
indicated in the reference documents for the | |
general meeting of shareholders, business | |
report, non-consolidated financial | |
statements and consolidated financial | |
statements, by disclosing such information | |
through the internet in accordance with the | |
provisions provided in the Ordinance of the | |
Ministry of Justice. | |
(Measures for Electronic Provision, Etc.) | |
Article 16 The Company shall, when convening a | |
general meeting of shareholders, provide | |
information contained in the reference | |
documents for the general meeting of | |
shareholders, etc. electronically. | |
2 Among the matters to be provided | |
electronically, the Company may choose not | |
to include all or part of the matters stipulated | |
in the Ordinance of the Ministry of Justice in | |
the paper copy to be sent to shareholders | |
who have requested it by the record date for | |
voting rights. | |
- 3 -
Current Articles of Incorporation | Proposed Amendments |
(Supplementary Provisions) | |
1. The deletion of Article 16 (Internet Disclosure and | |
Deemed Provision of Reference Documents for the | |
General Meeting of Shareholders, Etc.) of the | |
Articles of Incorporation before amendment and | |
the establishment of Article 16 (Measures for | |
Electronic Provision, Etc.) of the Articles of | |
Incorporation after amendment shall come into | |
effect on the date of enforcement of the amended | |
provisions stipulated in the proviso of Article 1 of | |
the supplementary provisions of the Act Partially | |
Amending the Companies Act (Act No. 70 of | |
2019) (the "Effective Date"). | |
2. Notwithstanding the provisions of the preceding | |
paragraph, Article 16 of the Articles of | |
Incorporation before amendment shall remain in | |
force with respect to a general meeting of | |
shareholders to be held on a date within six months | |
from the Effective Date. | |
3. These supplementary provisions shall be deleted | |
after the lapse of six months from the Effective | |
Date or the lapse of three months from the date of | |
the general meeting of shareholders set forth in the | |
preceding paragraph, whichever is later. | |
- 4 -
Proposal 2: Election of Six Directors
The terms of office of six Directors will expire at the conclusion of this Annual General Meeting of Shareholders. Accordingly, the Company proposes that six Directors be elected.
The candidates for Directors are as follows:
Name | Number of | ||||
No. | Career summary, positions, assignments and important concurrent positions | shares of the | |||
(Date of birth) | |||||
Company held | |||||
June | 1997 | President and CEO of the Company (to present) | |||
June | 1999 | CEO of Best Bridal Hawaii, Inc. (to present) | |||
August | 2000 | President and Representative Director of Best Planning | |||
Inc. (to present) | |||||
October | 2006 | President and Representative Director of Acqua Grazie, | |||
Inc. (currently Best-Anniversary Inc.) | |||||
February | 2007 | President and Director of PT. Tirtha Bridal (to present) | |||
January | 2011 | President and Representative Director of Hospitality | |||
Network Corporation (currently BEST HOSPITALITY | |||||
Network Inc.) (to present) | |||||
November | 2013 | President and Representative Director of Best Global, | |||
Inc. (to present) | |||||
December | 2013 | Representative Director of Ecpark Pte. Ltd. (to present) | |||
Masayuki Tsukada | February | 2014 | President and Representative Director of Best Bridal | ||
1 | Inc. Successor Preparatory Company (currently Best | 7,351,700 | |||
(June 21, 1946) | |||||
Bridal Inc.) (to present) | |||||
September | 2014 | President and Representative Director of FAJA, Inc. | |||
(currently BEST HERBS, Inc.) (to present) | |||||
President and Representative Director of RAJA, Inc. (to | |||||
present) | |||||
January | 2015 | Manager of Best Resort LLC (to present) | |||
August | 2015 | Manager of BEST HOSPITALITY LLC (to present) | |||
January | 2018 | Chairman and CEO of Best-Anniversary Inc. (to | |||
present) | |||||
May | 2019 | President and Representative Director of BEST LIFE | |||
STYLE Inc. (to present) | |||||
July | 2020 | Manager of TGU LLC (to present) | |||
August | 2020 | President and Representative Director of Gloria Bridal | |||
Japan, Inc. (to present) | |||||
Reasons for Nomination as a Candidate for Director
Masayuki Tsukada built the Tsukada Global Holdings Group seen today as the Company's founder. He leads management with strong leadership as the Representative Director and provides guidance and advice from a broad perspective for the management in general. We nominated him as a candidate for Director to sustainably increase corporate value.
- 5 -
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Tsukada Global Holdings Inc. published this content on 09 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 March 2022 08:35:09 UTC.