NOTICE OF THE 20TH ANNUAL GENERAL MEETING OF SHAREHOLDERS

Transcription

1 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. (Stock Exchange Code 6256) June 12, 2015 To Shareholders with Voting Rights: Fumiaki Shigemitsu Chairman of the Board of Directors and President NuFlare Technology, Inc. 81, Shinsugitacho, Isogoku, Yokohamashi, Kanagawa, Japan NOTICE OF THE 20TH ANNUAL GENERAL MEETING OF SHAREHOLDERS Dear Shareholders: We would like to express our appreciation for your continued support and patronage. You are cordially invited to attend the 20th Annual General Meeting of Shareholders of NuFlare Technology, Inc. (the Company ). The meeting will be held for the purposes as described below. If you are unable to attend the meeting, you can exercise your voting rights in writing. Please review the attached Reference Documents for the General Meeting of Shareholders, indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form and return it so that it is received by 5:30 p.m. on Friday, June 26, 2015, Japan time. 1. Date and Time: Monday, June 29, 2015 at 10:00 a.m. Japan time 2. Place: Banquet Hall Serenade, 3F, Shin Yokohama Prince Hotel located at 34 Shin Yokohama, Kohokuku, Yokohama, Kanagawa, Japan 3. Meeting Agenda: Matters to be reported: 20th Fiscal Year (April 1, 2014 March 31, 2015) The Business Report, Nonconsolidated Financial Statements, Consolidated Financial Statements for the Company and results of audits by the Accounting Auditor and the Board of Corporate Auditors of the Consolidated Financial Statements Proposals to be resolved: Proposal 1: Appropriation of Surplus Proposal 2: Election of 10 Directors Proposal 3: Election of 1 Substitute Corporate Auditor When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk. Should the Reference Documents for the General Meeting of Shareholders, the Business Report, Nonconsolidated Financial Statements, and Consolidated Financial Statements require revisions, the revised versions will be posted on the Company s website ( 1

2 Reference Documents for the General Meeting of Shareholders Proposal 1: Appropriation of Surplus Considering business performance of the 20th fiscal year, future business development, and other factors, the Company proposes to pay the following as yearend dividends for the current fiscal year. Matters Concerning Yearend Dividends (1) Type of dividend property Cash (2) Appropriation of dividend property to shareholders and total amount The Company proposes 125 yen per share of common stock. Total dividends will be 1,499,997,375 yen. (3) Effective date of appropriation of surplus The Company proposes June 30,

3 Proposal 2: Election of 10 Directors 1 2 The terms of office of all Directors (9 persons) will expire at the conclusion of this Annual General Meeting of Shareholders. In order to further enhance the corporate management structure and supervisory functions of business execution, the election of 10 Directors is proposed, an increase of 1 Director. The candidates are as follows: Fumiaki Shigemitsu (October 27, 1957) Yuichi Tachikawa (July 17, 1956) April 1982 April 1999 January 2004 January 2010 June 2010 April 2011 April 1979 December 2000 April 2009 January 2014 June 2014 October 2014 Manager of Semiconductor Process Engineering Group 2 (in charge of Mask Engineering), Corporate Manufacturing Engineering Promotion Center Senior staff of Mask Engineering Development, Semiconductor Process Development Department 2, Process Engineering Promotion Center Director and in charge of Sales Department, General Manager of Lithography System Control Department, General Manager of Inspection System Control Department and General Manager of Yokohama Office Director and in charge of Sales Department and Inspection System Engineering Department, General Manager of Lithography System Control Department and General Manager of Yokohama Office Chairman of the Board of Directors and President and in charge of Corporate Planning Department (current position) Senior staff of EB Mask System Engineering Department of TOSHIBA MACHINE CO., LTD. General Manager of Quality Assurance Department of the Company Director and in charge of Production Department, Service Department and TFW System Engineering Department and General Manager of Quality Assurance Department and General Manager of Numazu Office Director and in charge of Production Department, Quality Assurance Department, Service Department and TFW System Engineering Department and General Manager of Numazu Office Director and in charge of Production Department, Quality Assurance Department and TFW System Engineering Department and General Manager of Numazu Office Director and in charge of Production Department and Quality Assurance Department and General Manager of Numazu Office Director and in charge of Production Department and Quality Assurance Department (current position)

4 Kiyoshi Hattori (February 28, 1959) Osamu Ikenaga (January 16, 1959) Takamasa Ikawa (August 21, 1956) Masato Kono (February 25, 1960) April 1984 July 2000 October 2011 October 2014 April 1977 July 2002 July 2006 October 2013 January 2014 April 1979 June 1998 June 2001 May 2003 April 2005 June 2009 April 1983 November 1997 September 2001 August 2008 April 2013 June 2013 June 2013 Joined TOSHIBA CORPORATION Manager of EB Mask System Engineering Department of TOSHIBA MACHINE CO., LTD. General Manager of Lithography System Engineering Department of the Company Director, General Manager of Lithography System Control Department and General Manager of Lithography System Engineering Department Director and in charge of Sales Department and General Manager of Lithography System Control Department Director and in charge of Sales Department and Lithography System Control Department (current position) Chief Specialist of Group 2, Semiconductor Process Development Department of Process Engineering Promotion Center Manager of Group 2, Semiconductor Process Development Department of Process Engineering Promotion Center Manager of Lithography Process Engineering Development Group, Device Process Engineering Promotion Center Director and in charge of Inspection System Engineering Department and General Manager of Yokohama Office Director and in charge of Inspection System Engineering Department Director and in charge of Inspection System Engineering Department and Service Department (current position) Chief Specialist of Financial Group (in charge of Financing) Manager of Accounting Group (in charge of Overseas Business), Semiconductor Company General Manager of Accounting Department, Oita Factory Vice President of Toshiba America, Inc. Director and General Manger of Accounting Department, Toshiba Insurance Service Corporation Director and in charge of Procurement Department and General Manager of Accounting Department (current position) General Manager of General Affairs Section, Tohoku Branch Vice President of Toshiba America, Inc. General Manager of Risk & Compliance Center, Legal Affairs Department of TOSHIBA CORPORATION Chief Specialist of Corporate Audit Group (in charge of Corporate Audit 1) Director, General Manager of General Affairs Department and General Manager of Export Control Department (current position)

5 7 8 9 Takashi Yoda (February 28, 1958) Takaaki Kanehara (January 30, 1960) Tatsuhiko Higashiki (July 30, 1960) April 1983 April 1996 January 1997 November 2003 September 2011 February 2014 June 2014 April 1982 April 2005 April 2007 June 2007 April 2009 April 2011 July 2012 April 2014 June 2015 April 1985 April 2007 March 2010 May 2012 April 2015 Assistant to Chief Specialist of Advanced Device Development Section, Memory Engineering Department 2, Memory Business Division Manager of Semiconductor Process Engineering Group 2 (in charge of 3 Process Engineering), Semiconductor Engineering Promotion Center General Manager of Semiconductor Process Development Department 5, Process Engineering Promotion Center General Manager of Device Process Planning Department, Device Process Development Center Manager of Productivity Improvement Promotion Group (in charge of Environmental Planning Promotion), Semiconductor & Storage Products Company Director and in charge of TFW System Engineering Department (current position) General Manager of Flash Partner Planning Department, Yokkaichi Factory General Manager of Related Business Administration Department, Semiconductor Company General Manager of Related Business Administration Department, Semiconductor Company Corporate Auditor of the Company General Manager of Corporate Planning Department Assistant to President, Semiconductor Company of TOSHIBA CORPORATION Chief Specialist of Corporate Audit Group (in charge of Corporate Audit 3) Manager of Corporate Audit Group (in charge of Corporate Audit 4) (current position) Joined TOSHIBA CORPORATION General Manager of Semiconductor Process Development Department 2, Process Engineering Promotion Center General Manager of Lithography Process Engineering Development Department, Device Process Development Center Outside Director of Advanced Mask Inspection Technology Co., Ltd. General Manager of Lithography Process Engineering Development Department, Semiconductor Research and Development Center, Semiconductor & Storage Products Company of TOSHIBA CORPORATION Director of the Company (current position) Technical Advisor of Semiconductor Research and Development Center, Semiconductor & Storage Products Company of TOSHIBA CORPORATION (current position) 100 5

6 10 April 1989 Joined TOSHIBA MACHINE CO., LTD. October 2003 Group Manager of Accounting Group (in charge of Financing) June 2008 Chief Specialist of Planning Department Director of the Company April 2011 Chief Specialist of Global Strategy Office and Chief Specialist of Planning Department of TOSHIBA MACHINE CO., LTD. Director of the Company Yuji Mori Assistant to General Manager of Global Strategy Office and (September 5, 1964) Chief Specialist of Planning Department of TOSHIBA MACHINE CO., LTD. Director of the Company June 2013 General Manager of Component Unit Leaders Office and Chief Specialist of Planning Department of TOSHIBA MACHINE CO., LTD. Director of the Company (current position) (Notes) 1. There are no special interests between each candidate and the Company. 2. Messrs. Tatsuhiko Higashiki and Yuji Mori are candidates for Outside Director. 3. Mr. Tatsuhiko Higashiki is nominated as a candidate for Outside Director because, through his experience as general managers of engineering development departments at TOSHIBA CORPORATION, he is familiar with business management and thus expected to provide necessary cooperation, advice, assistance, proposals and guidance to the Company s business as a global expert in the semiconductor field. TOSHIBA CORPORATION has a special business relationship with the Company. Mr. Tatsuhiko Higashiki has received salaries, etc., from the said company in the past two years and anticipates receipt to continue in the future. 4. Mr. Yuji Mori is nominated as a candidate for Outside Director because, through his experience at the accounting division and planning division at TOSHIBA MACHINE CO., LTD., he is familiar with business management and thus expected to provide necessary cooperation, advice, assistance, proposals and guidance to the Company s business. TOSHIBA MACHINE CO., LTD. has a special business relationship with the Company. Mr. Yuji Mori has received salaries, etc., from the said company in the past two years and anticipates receipt to continue in the future. 5. Mr. Tatsuhiko Higashiki is currently serving as Outside Director of the Company. He will have served as Outside Director for three years at the conclusion of this Annual General Meeting of Shareholders. 6. Mr. Yuji Mori is currently serving as Outside Director of the Company. He will have served as Outside Director for seven years at the conclusion of this Annual General Meeting of Shareholders. 6

7 Proposal 3: Election of 1 Substitute Corporate Auditor In order to ensure that the number of incumbent Corporate Auditor does not fall short of the number required by laws and regulations, the election of 1 Substitute Corporate Auditor is proposed. The Board of Corporate Auditors has previously given its approval to this proposal. The candidate is as follows: Past experience, positions April 1982 November 2005 General Manager of Discrete Semiconductor Planning & Production Control Department, Discrete Semiconductor Business Division Hiroshi Fukuchi January 2011 General Manager of Strategy Department, Semiconductor (September 27, 1959) Company July 2011 General Manager of Strategy Department, Semiconductor & Storage Products Company June 2013 General Manager of Planning Department, Semiconductor & Storage Products Company (current position) (Notes) 1. There are no special interests between the candidate and the Company. 2. Mr. Hiroshi Fukuchi is elected as a Substitute Outside Corporate Auditor. 3. Mr. Hiroshi Fukuchi is nominated as a candidate for Substitute Corporate Auditor because, through his experience as general managers of planning divisions at TOSHIBA CORPORATION, he is familiar with business management. TOSHIBA CORPORATION has a special business relationship with the Company. Mr. Hiroshi Fukuchi has received salaries, etc., from the said company in the past two years and anticipates receipt to continue in the future. 7