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: 7718
March 8, 2023
Dear Shareholders with Voting Rights:
STAR MICRONICS CO., LTD.
20-10, Nakayoshida, Suruga-ku,
Shizuoka-shi, Shizuoka Prefecture,
Japan
NOTICE OF THE 98th ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially notified of the 98th Ordinary General Meeting of Shareholders of STAR MICRONICS CO., LTD. (“the Company”) to be held as described below.
If you are unable to attend the meeting, you can exercise your voting rights by paper ballot or via the Internet, etc. Please review the Reference Documents for General Meeting of Shareholders and return the enclosed Voting Rights Exercise Form with your vote so as to arrive by 5:00 p.m. on Wednesday, March 22, 2023.
Very truly yours,
Mamoru Sato
President and CEO
The 98th Ordinary General Meeting of Shareholders
1. Date and Time: 10:00 a.m., Thursday, March 23, 2023. (Reception starts at 9:00 a.m.)
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2. Place: |
Conference Room, Head Office of the Company |
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20-10, Nakayoshida, Suruga-ku,Shizuoka-shi, Shizuoka Prefecture |
3. Agenda of the Meeting:
Matters to be reported: 1. Business Report, Consolidated Financial Statements for the 98th
Fiscal Term (from January 1, 2022 to December 31, 2022) and results of audits by the Accounting Auditor and the Audit and Supervisory Committee of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the 98th Fiscal Term (from January 1, 2022 to December 31, 2022)
Proposals to be resolved:
Proposal:Election of three (3) Directors (excluding Directors who serve as Audit and Supervisory Committee Members)
- If you submit your Voting Rights Exercise Form without indicating your approval or disapproval of each proposal, it will be rerated as an indication as approval.
- For those attending, please present the enclosed Voting Rights Exercise Form at the reception desk on arrival at the meeting.
- If there is any modification in the Reference Documents for General Meeting of Shareholders, Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements, the modified matter will be posted on our Internet website (https://www.star-m.jp/eng/index.html).
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Notice regarding dividend of surplus
In accordance with Paragraph 1, Article 459 of the Companies Act, The Company has stipulated in Article of Incorporation that dividends from retained earnings, etc. may be determined by a resolution of the Board of Directors.
At the meeting of the Board of Directors held on February 22, 2023, the Company resolved to pay year-end cash dividends for the 98th Fiscal Term (from January 1, 2022 to December 31, 2022) as follows, based on this provision of the Articles of Incorporation.
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1. year-end cash dividend |
¥40 per share ((including special dividend of ¥10 per |
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share) annual dividend of ¥70 per share including |
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interim dividend) |
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2. Effective date and starting date of |
Thursday, March 9, 2023 |
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dividend payments |
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1 |
Reference Documents for General Meeting of Shareholders
Proposal : Election of three (3) Directors (excluding Directors who serve as Audit and Supervisory Committee Members)
Mr. Hajime Sato, Director resigned on December 31, 2022, and the terms of office of all of three
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Directors (here and hereafter in this proposal, excluding Directors who serve as Audit and Supervisory Committee Members) will expire at the conclusion of this meeting. Accordingly, election of the following three (3) Directors is proposed.
The Nominees for Directors have been approved by the Board of Directors after deliberation by the Nomination and Compensation Committee, the majority of whom shall be Independent Outside Directors.
Moreover, for this proposal, we have received opinions from the Audit and Supervisory Committee that all nominees for Directors are qualified.
The nominees for Directors are as follows:
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Name |
Career summary, status and assignment at the Company, and |
Number of |
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No. |
shares of the |
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(Date of Birth) |
important concurrent positions |
Company |
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held |
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July 1984 |
Enters the Company as an employee |
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Reelection |
June 2004 |
Executive Manager, Sales and Marketing |
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Department, Special Products Division |
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Mamoru Sato |
May 2008 |
Director of the Company |
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(January 5, 1960) |
Deputy General Manager, Special Products |
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Division |
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March 2009 |
General Manager, Special Products Division |
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March 2012 |
Executive Officer of the Company |
97,300 |
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Senior Vice General Manager, General |
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Administration Headquarters |
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May 2012 |
General Manager, General Administration |
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1. |
May 2014 |
Headquarters |
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Managing Director of the Company |
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March 2017 |
Representative Director, President and CEO |
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of the Company (to present) |
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[Reasons for deciding |
a nominee for a Director] |
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In addition to his extensive experience and track record gained while carrying out business execution |
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at the Special Products Division and the General Administration Headquarters, Mr. Mamoru Sato |
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possesses knowledge of management gained primarily from his experience engaging in management |
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as a Managing Director for both of these organizations. Also, from March 2017, as President and |
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CEO, based on global insights gained from overseas experience, he has been the driving force in the |
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overall management of the Group. For these reasons, the Company judges that he is eligible to be a |
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Director of the Company, and would like to reelect him as a Director. |
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Name |
Career summary, status and assignment at the Company, and |
Number of |
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No. |
shares of the |
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(Date of Birth) |
important concurrent positions |
Company |
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held |
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April 1983 |
Enters the Company as an employee |
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Reelection |
June 2011 |
Executive Manager, Sales and Marketing |
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Department, Machine Tools Division |
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Yasunao Sasai |
March 2014 |
Executive Manager, Development |
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Department, Machine Tools Division |
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(April 19, 1960) |
March 2015 |
Executive Officer of the Company, Senior |
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Vice General Manager, Machine Tools |
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2. |
Division |
20,300 |
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March 2017 |
General Manager, Machine Tools Division |
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July 2019 |
Senior Executive Officer of the Company |
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January 2020 |
Executive Manager, Business Planning |
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Department, Machine Tools Division |
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March 2020 |
Managing Director of the Company (to |
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present) |
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January 2023 |
General Manager, Development |
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Headquarters (to present) |
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2 |
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Name |
Career summary, status and assignment at the Company, and |
Number of |
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No. |
shares of the |
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(Date of Birth) |
important concurrent positions |
Company |
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held |
[Reasons for deciding a nominee for a Director]
Mr. Yasunao Sasai possesses extended experience and track record gained through business execution at the Machine Tools Division for a long period of time, and has shown leadership and contributed toward the increase of earnings for the Machine Tools Division. Also, from March 2020, as a Managing Director, he has been possessed knowledge of management with regard to our Machine Tools Division and Special Products Division, and in the creation of new businesses as General Manager of the Development Headquarters from January 2023. For these reasons, the Company judges that he is eligible to be a Director of the Company, and would like to reelect him as a Director.
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March 1996 |
Director, Shizuoka Gas Company, Ltd. |
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March 2000 |
Managing Director, Shizuoka Gas |
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Company, Ltd. |
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March 2001 |
Senior Managing Director, Shizuoka Gas |
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Reelection |
Company, Ltd. |
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March 2006 |
Representative Director, President, Shizuoka |
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Outside |
Gas Company, Ltd |
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Independent |
January 2011 |
Representative Director, Chairman of the |
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Seigo Iwasaki |
Board of Directors, Shizuoka Gas Company, |
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Ltd. |
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(October 8, 1946) |
May 2014 |
Outside Director of the Company (to |
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present) |
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June 2015 |
Outside Director, Murakami Corporation (to |
12,300 |
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present) |
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January 2018 |
Director and Special Advisor, Shizuoka Gas |
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Company, Ltd. |
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3. |
June 2018 |
Outside Director, TOSHIBA MACHINE |
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CO., LTD. (currently SHIBAURA |
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MACHINE CO., LTD) (to present) |
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March 2020 |
Special Advisor, Shizuoka Gas Company, |
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Ltd. (to present) |
(Important concurrent positions)
Special Advisor, Shizuoka Gas Company, Ltd.
Outside Director, Murakami Corporation
Outside Director, SHIBAURA MACHINE CO., LTD.
[Reasons for deciding a nominee for an Outside Director and expected roles]
Mr. Seigo Iwasaki has been the Representative Director of Shizuoka Gas Company, Ltd. for a long period of time. The Company would like to elect him as an Outside Director as it expects that he will continue to utilize his abundant experience and broad knowledge as a business manager in the Company’s adequate decision making process and supervision of the Directors’ business execution. Furthermore, if he is elected, the Company expects that he will continue to be a member of the Nomination and Compensation Committee, and make remarks and provide proposals from an objective and neutral standpoint with regard to deliberations related to the selection of candidates for officer of the Company and Directors’ compensation.
Notes:
- No conflict of interest exists between the Company and the above nominees for Directors.
- Mr. Seigo Iwasaki is a nominee for an Outside Director.
- Mr. Seago Iwasaki is an Outside Director of the Company at present, and his incumbent term of office as an Outside Director will be eight years and ten months as of the conclusion of this General Meeting of Shareholders.
- The Company has designated and reported to the Tokyo Stock Exchange, Inc. that Mr. Seigo Iwasaki is an Independent Director as set forth in the Regulations of the Tokyo Stock Exchange. Furthermore, proposed agenda pass in its original form, he is to remain as an Independent Director.
- Pursuant to the provisions of paragraph 1, Article 427 of the Companies Act, the Company has entered into an agreement with Mr. Seigo Iwasaki to limit liability due to negligence of duties; provided, however, that the limit on liability under the relevant agreement shall be an amount set forth by law. Furthermore, should this proposed agenda pass in its original form, the Company will plan to sustain such current agreement with him.
- The Company has taken out a directors and officers liability insurance policy with an insurance company as provided for in paragraph 1, Article 430-3 of the Companies Act, and plans to renew
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it with the same details in March 2023. This policy shall compensate for damages that may arise because insured directors and executive officers are liable for the execution of their duties or are claimed for pursuing such liability, and insurance premiums shall be borne in full by the Company for all insureds including the portion of special provisions. Each nominee for Directors has already been insured by this insurance policy and will continue to be insured if this Proposal is approved as proposed.
(Reference)
Main experience, etc. of Director and Audit and Supervisory Committee Member (skill matrix)
The Company nominates candidates for Directors in consideration of the balance of knowledge, experience and ability, as well as diversity. If Proposal of this meeting are approved and adopted as proposed, the main experience, etc. of each Director will be as follows.
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Nomination |
Main knowledge, experience and ability |
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Status at the |
Independent |
and |
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Name |
outside |
Gender |
Compensation |
Legal |
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Company |
director |
Committee |
Corporate |
Strategic |
Finance & |
Sales, |
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affairs, |
Global |
R&D |
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(◎Chairman) |
management |
planning, |
accounting |
Marketing |
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Compliance |
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Mamoru |
Representative |
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Director, |
Male |
◎ |
〇 |
〇 |
〇 |
〇 |
〇 |
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Sato |
President and |
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CEO |
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Yasunao |
Managing |
Male |
〇 |
〇 |
〇 |
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Sasai |
Director |
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Seigo |
Director |
〇 |
Male |
〇 |
〇 |
〇 |
〇 |
〇 |
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Iwasaki |
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Audit |
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Seiichi |
and Supervisory |
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Committee |
〇 |
Male |
〇 |
〇 |
〇 |
〇 |
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Nishikawa |
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Member |
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(full-time) |
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Motoki |
Audit |
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and Supervisory |
〇 |
Male |
〇 |
〇 |
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Sugimoto |
Member |
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Committee |
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Itsue |
Audit |
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and Supervisory |
〇 |
Female |
〇 |
〇 |
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Miyata |
Committee |
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Member |
End
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Disclaimer
Star Micronics Co. Ltd. published this content on 01 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 March 2023 07:03:10 UTC.
Publicnow 2023
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Technical analysis trends STAR MICRONICS CO., LTD.
| Short Term | Mid-Term | Long Term | |
| Trends | Bullish | Neutral | Neutral |
Income Statement Evolution
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Sell  Buy |
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| Mean consensus | OUTPERFORM |
| Number of Analysts | 2 |
| Last Close Price | 1 777,00 JPY |
| Average target price | 1 925,00 JPY |
| Spread / Average Target | 8,33% |
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