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1.Date |
Friday, March 29, 2024 |
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2.Place |
Conference room 52, 53 at ACT CITY HAMAMATSU Congress Center 5F |
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3.Time |
2:00 p.m.–2:45 p.m. (45 minutes) |
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4.Number of shareholders attending in person |
48 |
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5.Matters reported |
1. The Business Report, Consolidated Financial Statements and audit report on Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory Board for the Company's 43rd Fiscal Year (from January 1, 2023 to December 31, 2023) 2. Non-Consolidated Financial Statements for the Company's 43rd Fiscal Year (from January 1, 2023 to December 31, 2023) |
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6.Proposals resolved |
Proposal No. 1: Election of Six Directors Proposal No. 2: Election of Two Audit & Supervisory Board Member |
All proposals to be resolved were approved and passed as proposed.
President Tanabe, who chaired the General Meeting of Shareholders, declared the meeting open on schedule at 2:00 p.m. Japan time. The first half of the meeting comprised matters reported. Audit & Supervisory Board Members presented their audit report, which was followed by the Business Report explaining the results for the Company's 43rd fiscal year. The second half of the meeting comprised proposals resolved. After a report on the status of the exercise of voting rights, the meeting deliberated on each proposal. All proposals were approved and passed without alteration. A total of three shareholders expressed opinions or asked questions after the presentation of the Business Report. Please see below for the details of these opinions and questions.
*To protect our shareholders’ privacy, the Q&A section has been excluded from this video.
President Tanabe chairing the General Meeting of Shareholders
At the General Meeting of Shareholders’ venue
Cautionary statement
This is a summary of the question-and-answer session at the financial results briefing.
Q: Please explain the dis-synergies that are a concern when partnering with Brother Industries, Ltd.
A: (Respondent: Kazuhiro Ogawa, Managing Executive Officer)
We are currently in serious discussions with Brother Industries regarding synergies and dis-synergies.
We cannot give you an answer at this time, but we would like to ask for more time until we can make a public announcement.
Q: If Brother Industries' proposal is positive for our company, will you agree with Brother Industries' proposal?
A: (Respondent: Kazuhiro Ogawa, Managing Executive Officer)
We are considering the proposal while eliminating arbitrariness and ensuring fairness. At this time, we cannot say which proposal we would support, but we would like to make our choice from the perspective of increasing corporate value and shareholder value.
Q:You have stated that the year-end dividend and shareholder special benefit will be eliminated on the condition that the MBO is completed, but if the MBO is unsuccessful, please provide the year-end dividend and shareholder special benefit.
A: (Respondent: Kazuhiro Ogawa, Managing Executive Officer)
We will not be able to pay dividends, but we will offer shareholder benefits.
Q:Could you hold an extraordinary general meeting and consider the dividend of 100 yen as originally forecasted?
A: (Respondent: Kazuhiro Ogawa, Managing Executive Officer)
We intend to provide maximum value to those who support the TOB.
Q: The director in charge of quality will be stepping down this time. Will it be all right?
A: (Respondent: Chairman Tanabe)
The director in charge of quality will be stepping down, but the directors and executive officers will continue to work together. The executive officer will also be in charge of quality, which will allow us to respond more immediately to the field.
Q: The CEO of the Taiyo Fund, the MBO tender offeror, is among the candidates for the board of directors. Since it is assumed that the company will be re-listed and take a huge profit in the future, please remove Mr. Bryan from the agenda for appointment.
A: (Respondent: Chairman Tanabe)
We have put up a firewall by excluding Mr. Brian from participating in board resolutions, etc., in which he will have an interest.
*Note: The contents stated here may not be transferred or duplicated without permission of the Company in accordance with the Copyright Act.
