Notice of the 73rd Ordinary General Meeting of Shareholders

Transcription

1 June 8, 2012 DAIWA HOUSE INDUSTRY CO., LTD , Umeda, Kita-ku, Osaka, Japan Notice of the 73rd Ordinary General Meeting of Shareholders Dear Shareholders: We hereby notify you of the 73rd Ordinary General Meeting of Shareholders, to be held at the time and location set forth below. If you are unable to attend the meeting, please review the Reference Materials for General Meeting of Shareholders provided hereafter, and exercise your voting rights by mail or electronically (over the Internet) before 6:00 p.m. of June 27, 2012 (Wednesday). Very truly yours, Naotake Ohno President 1

2 The 73rd Ordinary General Meeting of Shareholders 1. Date and time: Thursday, June 28, 2012 at 10:00 a.m. 2. Location: Conference room at the head office, 2nd Fl., Daiwa House Osaka Building, 3-3-5, Umeda, Kita-ku, Osaka, Japan (Please note that if all seats are taken in the conference room on the 2nd floor, we will lead you to a second room or other place.) 3. Purpose of the meeting Matters to be reported: 1. The Business Report, the Consolidated Financial Statements, and the Independent Auditors Report and the Board of Auditors Report Concerning the Consolidated Financial Statements for the 73rd Fiscal Year (from April 1, 2011 to March 31, 2012) 2. The Financial Statements for the 73rd Fiscal Year (from April 1, 2011 to March 31, 2012) Matters to be resolved: Proposal 1 Proposal 2 Proposal 3 Proposal 4 Proposal 5 Dividends from Surplus Partial Amendments to the Articles of Incorporation Election of Twenty One (21) s Election of One (1) Corporate Auditor Payment of Bonuses for s and Corporate Auditors [Voting by regular mail] Please indicate your approval or disapproval of the proposals in the voting rights exercise form enclosed herein, and return the form to the Company by 6:00 p.m. on Wednesday, June 27, [Voting on the Internet] Please access the website ( designated by the Company for the purpose of exercising voting rights, log in using the voting rights exercise code and password provided in the voting rights exercise form enclosed herein, and enter your approval or disapproval of the proposals by following the instructions displayed on the screen, by 6:00 p.m. on Wednesday, June 27, Before exercising your voting rights on the Internet, please refer to the Guidance for Exercising Voting Rights via the Internet on page 14 through 15. If you exercise your voting rights both by mail and via the Internet, only the later vote to be received by the Company shall be deemed valid. However, if both arrive at the Company on the same day, only the Internet vote shall be deemed valid. 2

3 Notes: 1. When attending on the day, please present the voting rights exercise form to the reception. 2. Since the following matters are posted over the Internet on the Company website ( pursuant to the laws, regulations and provisions of Article 16 of the Articles of Incorporation of the Company, they are not described in this notice: (i) Notes to the Consolidated Financial Statements; and (ii) Notes to the Financial Statements. Therefore, documents attached to this notice are part of the documents which were audited by Corporate Auditors and Independent Auditors when preparing the auditors reports. 3. In the event of situations requiring amendments to the Business Report, the Consolidated Financial Statements, the Financial Statements, and the Reference Materials for General Meeting of Shareholders, amended items will be posted over the Internet on the Company website ( 3

4 Reference Materials for General Meeting of Shareholders Proposals and Reference Information Proposal 1: Dividends from Surplus Taking into account our operating performance for the current fiscal year and future business development, it is proposed that year-end dividends for the 73rd fiscal year be distributed as follows: (1) Type of dividend assets Cash (2) Allotment of dividend assets and total amount It is proposed that 25 yen be paid out per company common share. Subsequently, the total payment of year-end dividends will be 14,467,896,125 yen. (3) Effective date of payment of dividends June 29, 2012 Proposal 2: Partial Amendments to the Articles of Incorporation 1. Reason for the Proposal (1) New provisions will be created in order to enable s and Corporate Auditors to fully play the role expected of them and help the Company find the right person from those inside and outside the Company. This first provision will state that the Company may exempt s or Corporate Auditors from liability within the extent permitted by the Corporation Law, and the second provision will stipulate that the Company may enter into an agreement to limit Outside s liability in advance (Article 26 and Article 33, Item 1 of the Articles of Incorporation). In addition, all of the Corporate Auditors consented to the creation of the provision concerning the exemption from liability of s (Article 26 of the Article of Incorporation). (2) In association with the creation of the abovementioned provisions, renumbering of articles shall also be made. 4

5 2. Details of the Amendment The current Articles of Incorporation and the proposed amendments are as follows. (Underlined parts represent the change) Current Articles of Incorporation Proposed Amendment <Newly created> (Exemption from Liability of s) Article 26 As per Article 426, Item 1 of the Corporation Law, the Company may, in accordance with a resolution by the Board of s, exempt directors (including former directors) from the liability for damages provided for in Article 423, Item 1 of the said law to a limit stipulated by law. (2) As per Article 427, Item 1 of the Corporation Law, the Company may enter into an agreement to limit the liability for damages provided for in Article 423, Item 1 of the said law to be assumed by outside directors to a limit stipulated by law. Article <Omitted> Article <Unchanged> (Agreement Limiting Liability of Outside Corporate Auditors) Article 32 <Newly created> As per Article 427, Item 1 of the Corporation Law, the Company may enter into an agreement to limit the liability for damages provided for in Article 423, Item 1 of the said law to be assumed by outside corporate auditors to a limit stipulated by law. (Exemption from Liability of Corporate Auditors) Article 33 As per Article 426, Item 1 of the Corporation Law, the Company may, in accordance with a resolution by the Board of s, exempt corporate auditors (including former corporate auditors) from the liability for damages provided for in Article 423, Item 1 of the said law to a limit stipulated by law. (2) As per Article 427, Item 1 of the Corporation Law, the Company may enter into an agreement to limit the liability for damages provided for in Article 423, Item 1 of the said law to be assumed by outside corporate auditors to a limit stipulated by law. Article <Omitted> Article <Unchanged> 5

6 Proposal 3: Election of Twenty One (21) s With the closing of this general meeting of shareholders the term of office of all s (17) will expire. Accordingly, we propose the election of twenty one (21) s including five (5) newly appointed s, of which two (2) are Outside s, in order to further strengthen our management base and corporate governance. The table below lists the s for those positions. No. of Brief personal history, position and responsibility in the Company, Aug April 1984 Tokyo Branch, General Manager, Special Construction Business Division June Takeo Higuchi (April 29,1938) June 1989 June 1991 June 1993 Managing Executive Managing Retired from the Company President, Daiwa Danchi Co., Ltd. 143,000 shares June 2000 of the Company April 2001 President Chairman (Current) April 1971 April 2000 Deputy General Manager, Kanto region 2 Naotake Ohno (Oct. 28, 1948) June 2000 April 2002 Managing Executive Managing 39,000 shares Representative Executive Vice President General Manager, Marketing Headquarters April 2011 President (Current) April 1964 May 1988 Tokyo Branch, General Manager, Accounting Department April 1999 General Manager, Corporate Auditors Office 3 Tetsuji Ogawa (Sep. 30, 1941) June 1999 June 2000 Standing Corporate Auditor Managing 45,000 shares April 2002 Executive Managing Representative Executive Vice President (Current) General Manager, Management Administration Headquarters (Current) 6

7 No. of Brief personal history, position and responsibility in the Company, June 1979 June 1988 General Manager, Purchasing Department June 1989 June 1993 Managing June 1996 Executive Managing 4 Tamio Ishibashi (Feb. 18, 1956) June 1999 Managing March 2000 Executive Managing June 2000 Representative Executive Managing 955,996 shares June 2001 Representative Executive Vice President (Current) In charge of Information Systems (Current) In charge of CSR (Current) April 2008 In charge of Marketing Support (Current) In charge of TKC Promotion (Current) April 1972 April 2000 April 2003 General Manager, Design and Construction Department, Technology Headquarters (Housing Design Department) General Manager, Product Development Department, Technology Headquarters (In charge of Housing) 5 Tatsushi Nishimura (Dec. 21, 1949) June 2003 Managing General Manager, Technology Headquarters (Current) 41,000 shares April 2006 Executive Managing and Senior Managing Jointly in charge of Information Systems (Current) April 2008 Representative and Senior Managing (Current) April 2010 In charge of Urban Development and Civil Engineering (Current) April 1970 April 2000 April 2001 General Manager, Chubu region June 2001 April 2002 Managing 6 Takashi Uzui (Sep. 2, 1947) June 2005 In charge of General Housing Business (Current) and Managing March 2010 Osaka Honten Branch Manager 37,500 shares April 2010 and Senior Managing April 2011 May 2011 General Manager, Kansai Regional Business Unit Representative and Senior Managing (Current) General Manager, Marketing Headquarters (Current) 7

8 No. of Brief personal history, position and responsibility in the Company, April 1988 Joined Daiwa Danchi Co., Ltd. June 1991 June 1996 Managing 7 Takuya Ishibashi (Dec. 18, 1953) April 2001 June 2001 Managing of the Company Executive Managing and Senior Managing (Current) 33,000 shares March 2010 General Manager, Production and Procurement Headquarters (Current) April 1972 Oct April 2006 Senior In charge of Management Strategy and Human Resources Strategy General Manager, Human Resources Department 8 Katsutomo Kawai (Nov. 6, 1948 ) June 2006 and Senior General Manager, Human Resources Department, Management Administration Headquarters In charge of Strategy Division, Management Administration Headquarters (Current) Jointly in charge of CSR (Current) 21,000 shares April 2010 and Managing April 2011 and Senior Managing (Current) April 1976 Oct General Manager, Central Research Laboratory, Technology Headquarters (Current) 9 Takashi Hama (Jan. 31, 1954) April 2005 June 2005 Deputy General Manager, Product Development Department, Technology Headquarters 21,000 shares and Managing (Current) In charge of Product Development, Technology Headquarters April 2009 In charge of Environment and Energy Business (Current) April 1974 April 2006 Senior Sendai Branch Manager In charge of Tohoku region 10 Shigeru Numata (March 27, 1950) June 2007 and Senior March 2010 Tokyo Branch Manager In charge of Housing Business (In charge of East Japan) April 2010 and Managing (Current) 22,000 shares April 2011 General Manager, Kanto Regional Business Unit (Current) April 2012 General Manager, Housing Promotion Department (In charge of East Japan and Kanto region) (Current) 8

9 No. of Brief personal history, position and responsibility in the Company, April 1976 General Manager, Construction Department, Technology Headquarters (Buildings) Senior 11 Kazuto Tsuchida (July 27, 1952) June 2009 and Senior General Manager, Design and Construction Department, Technology Headquarters (Buildings) In charge of Safety (Current) 23,000 shares April 2010 and Managing (Current) Deputy General Manager, Technology Headquarters (Current) In charge of Design and Construction (Buildings) April 2012 In charge of General Technology Management in Overseas Business (Current) April 1976 Oct General Manager, Advertising Department, Management Administration Headquarters 12 Makoto Yamamoto (March 23, 1954) April 2008 April 2010 June 2010 Senior In charge of Marketing Support (Current) and Senior 12,000 shares March 2011 Tokyo Branch Manager (Current) Supervising Advertising Department (Current) April 2011 and Managing (Current) April 2012 In charge of Liaison (Current) April 1969 April 2006 Senior 13 Fukujiro Hori (July 3, 1950) April 2008 General Manager, Rental Apartment Promotion Department, Marketing Headquarters (In charge of East Japan) March 2010 In charge of Rental Apartment Headquarters (Current) June 2010 and Senior 17,000 shares April 2012 and Managing (Current) General Manager, Rental Apartment Promotion Department (In charge of East Japan) (Current) 9

10 No. of Takeshi Kosokabe (May 13, 1957) Keiichi Yoshii (May 27, 1958) (Newly appointed) Masahiro Kiguchi (Oct. 14, 1949) (Newly appointed) Osamu Fujitani (Feb. 4, 1951) Brief personal history, position and responsibility in the Company, April 1980 April 2006 June 2006 June 2009 June 2010 April 2012 June 1990 April 2006 April 2008 Senior Retired as Senior President, Daiwa House REIT Management Co., Ltd. Senior of the Company General Manager, Accounting Department, Management Administration Headquarters and Senior and Managing (Current) In charge of Administrative Division, Management Administration Headquarters (Current) Himeji Branch Manager Kanazawa Branch Manager March 2010 Deputy General Manager, Overseas Division April 2010 June 2011 and Senior (Current) General Manager, Overseas Division (Current) In charge of Overseas Business (Current) April 1974 April 2006 General Manager, Rental Apartment Division, Osaka Honten Branch Jointly in charge of Rental Apartment Headquarters (In charge of West Japan) Senior (Current) June 2008 General Manager, Rental Apartment Promotion Department (In charge of West Japan) (Current) April 1974 April 2006 Kobe Branch Manager General Manager, Housing Promotion Department, Marketing Headquarters (In charge of West Japan) April 2008 General Manager, Commercial Construction Promotion Department, Marketing Headquarters (In charge of West Japan) April 2010 Senior (Current) April 2011 General Manager, Commercial Construction Promotion Department, Marketing Headquarters (In charge of East Japan) April 2012 General Manager, Commercial Construction Promotion Department (In charge of East Japan and Kinki, Chugoku and Shikoku regions) (Current) In charge of Commercial Construction Headquarters (Current) 14,000 shares 7,000 shares 10,000 shares 8,000 shares 10

11 No. of Brief personal history, position and responsibility in the Company, April 1977 Fukuoka Branch Manager April 2008 General Manager, Housing Promotion Department, Marketing Headquarters (In charge of Kyushu) (Newly appointed) April 2010 Senior (Current) Koichi Kamikawa April 2011 General Manager, Kyushu Regional Business Unit (Dec. 2, 1954) Oct Osaka Honten Branch Manager (Current) General Manager, Kansai Regional Business Unit (Current) April 2012 General Manager, Housing Promotion Department (In charge of West Japan) (Current) April 1970 April 1996 General Manager, Hiroshima Prefecture district June 1997 June 1999 Retired as June 2000 Managing June 2001 Executive Managing President Kenji Murakami April 2011 Vice Chairman (Aug. 17, 1947) April 2012 (Current) Representative and Chairman, DAIWARAKUDA INDUSTRY CO., LTD. (Current) Representative and Chairman, Daiwa Logistics CO., LTD. (Current) (Significant concurrent positions) Representative and Chairman, DAIWARAKUDA INDUSTRY CO., LTD. Representative and Chairman, Daiwa Logistics CO., LTD. April 1967 Joined The Nikko Securities Inc. March 2000 and Vice President Jan and Chairman, Nikko Asset Management Co., Ltd. June 2003 and Chairman, Nikko antfactory K.K. (Newly appointed) (Outside ) Kazuyoshi Kimura (Nov. 12, 1943) March 2004 and Chairman, Simplex Investment Advisors Inc. June 2005 Chairman, (Former) Nikko Cordial Securities, Inc. Feb Chairman, Nikko Cordial Corporation April 2008 and Chairman, Nikko Citigroup Limited May 2008 and Co-chairman, Nikko Citi Holdings Inc. Oct April 2010 April 2012 and Chairman, (New) Nikko Cordial Securities, Inc. Adviser (current SMBC Nikko Securities Inc.) and Chairman, Ra Holdings K.K. (Current) Adviser, BIC CAMERA INC. (Current) (Significant concurrent positions) and Chairman, Ra Holdings K.K. Adviser, BIC CAMERA INC. Outside, Hitachi Koki Co., Ltd. Outside, BEST DENKI CO., Ltd. 11,000 shares 83,000 shares - shares 11

12 No. of Brief personal history, position and responsibility in the Company, April 1974 Joined Yasuda Life Insurance Company July 2002 and Ginza Branch Manager Jan. 2004, Meiji Yasuda Life Insurance Company 21 (Newly appointed) (Outside ) Yutaka Shigemori (June 25, 1949) April 2006 July 2006 April 2009 Managing (Shikko-yakuin) Managing (Shikko-yaku) Representative and President, Meiji Yasuda Life General Insurance Co., Ltd. (Current) (Significant concurrent positions) Representative and President, Meiji Yasuda Life General Insurance Co., Ltd. Outside Corporate Auditor, Tokyo Tatemono Co., Ltd. - shares Notes: 1. No beneficial interest exists between the Company and any candidate for the position of. 2. Mr. Kazuyoshi Kimura and Mr. Yutaka Shigemori are s for the position of Outside s. 3. The Company appointed Mr. Kazuyoshi Kimura and Mr. Yutaka Shigemori as s for Outside s because the Company expects that they will give opinions and suggestions valuable for the management of the Company as Outside s based on their many years of experience as business manager. 4. In April 2011, SMBC Nikko Securities Inc. (former Nikko Cordial Securities, Inc.) received a business improvement order from the Financial Services Agency in connection with an incident where one of the (then) employees of the company defrauded certain customers of their money through means not connected to their accounts at SMBC Nikko Securities, Inc. (It was found that such act had been made for the past several years). Moreover, in April 2012, SMBC Nikko Securities, Inc. received a business improvement order from the Financial Services Agency in connection with inadequate controls over the corporate information and inappropriate solicitation of the company. Mr. Kazuyoshi Kimura was serving as of the company when the abovementioned acts were conducted (from June 2005 to March 2010). 5. If Mr. Kazuyoshi Kimura and Mr. Yutaka Shigemori are elected as, after the election, on the condition that Proposal 2 Partial Amendments to the Articles of Incorporation is approved and passed, the Company will enter into an agreement with each of them to limit the liabilities to compensate for damages provided for in Article 423, Item 1 of the Corporation Law within the limit stipulated by law. 6. If Mr. Kazuyoshi Kimura and Mr. Yutaka Shigemori are elected as, the Company will designate and report them as independent officer as stipulated in the regulations of Tokyo Stock Exchange, Inc. and Osaka Securities Exchange Co., Ltd. 12

13 Proposal 4: Election of One (1) Corporate Auditor The term of office of one (1) Corporate Auditor, Mr. Yukinori Kuwano, will expire at the conclusion of this general meeting. Accordingly, we propose the election of one (1) Corporate Auditor. The Board of Corporate Auditors has given prior approval to this proposal. The table below lists the for that position. (Outside Corporate Auditor) Yukinori Kuwano (Feb. 14, 1941) Brief personal history, position in the Company, April 1963 Joined SANYO Electric Co., Ltd. Feb Member of the Board June 1996 Executive Member of the Board June 1999 Member of the Board & Senior Vice President Nov Executive & President and COO Executive & President, CEO and COO June 2005 Member of the Board and Adviser 7,000 shares Nov Adviser June 2006 Supreme Adviser June 2008 Corporate Auditor of the Company (Current) (Significant concurrent positions) President of Photovoltaic Power Generation Technology Research Association Outside, OPTEX Co., Ltd Notes: 1. No beneficial interest exists between the Company and any for the position of Corporate Auditor. 2. Mr. Yukinori Kuwano is a for the position of Outside Corporate Auditor. 3. The Company appointed Mr. Yukinori Kuwano as a for Outside Corporate Auditor because the Company expects that he will be able to strengthen the audit framework by monitoring operations and providing appropriate advice as an Outside Corporate Auditor based on his many years of experience as business manager and with a broad perspective that cannot be obtained in the industry to which the Company is affiliated. Further, at the end of this Ordinary General Meeting of Shareholders, Mr. Yukinori Kuwano will have served as Outside Corporate Auditor for four (4) years. 4. If Mr. Yukinori Kuwano is elected as Corporate Auditor, after the election, the Company will enter into an agreement with him to limit the liabilities to compensate for damages provided for in Article 423, Item 1 of the Corporation Law within the limit stipulated by law. 5. The Company has designated and reported the for Outside Corporate Auditor, Yukinori Kuwano, as independent officer as stipulated in the regulations of Tokyo Stock Exchange, Inc. and Osaka Securities Exchange Co., Ltd. If he is elected, the Company will continue to report him as such. Proposal 5: Payment of Bonuses for s and Corporate Auditors Taking into account the amount of the previous payment and our operating performance for the current fiscal year, it is proposed that 272 million yen in total be paid to eighteen (18) directors and six (6) corporate auditors incumbent (of this total, three (3) outside corporate auditors) at the end of the current fiscal year. Specifically, 238 million yen will be paid to directors and 33 million yen (of this total, 9 million yen to outside corporate auditors) to corporate auditors. 13

14 Guidance for Exercising Voting Rights via the Internet When exercising voting rights via the Internet, please review the following points: 1. Website for exercising voting rights Exercise of voting rights via the Internet is only possible by accessing the website ( designated by the Company for the purpose of exercising voting rights. 2. Matters to be noted concerning exercise of voting rights (a) When exercising voting rights via the Internet, please use the Voting Rights Exercise Code and the Password shown on the enclosed Voting Rights Exercise Form, indicate your approval or disapproval of the proposals, following the on-screen instructions. (b) You may exercise your voting rights via the Internet up until 6:00 p.m. on Wednesday, June 27, 2012, the day before the general meeting of shareholders. Your exercise of voting rights at your earliest convenience would be appreciated. (c) If you exercise your voting rights both by mail and via the Internet, only the later vote to be received by the Company shall be deemed valid. However, if both arrive at the Company on the same day, only the Internet vote shall be deemed valid. (d) If you exercise your voting rights multiple times via the Internet, then the last vote you submit will count as valid. (e) Please also note that you will have to bear charges (access charge, etc.) to be paid to a service provider or to a telecommunications carrier in using the website for the purpose of exercising voting rights. 3. Matters to be noted concerning your Password (a) You will need to set up your own password to exercise your voting rights on the website after entering the website with your pre-assigned password. Please commit your chosen password to memory and store the voting right code for your voting ballot safely. Please note that we cannot respond to inquiries regarding the Voting Rights Exercise Code and the Password by phone and other means. (b) In a case of entering wrong passwords over a certain times, the screen will be locked and unavailable. If you wish reissuance of password, please take proper procedures following the on-screen instructions. 4. Voting rights via mobile phone It is available to use any of the following services and it is necessary to have the ability for the phone to perform SSL communication (encrypted communication). 1) i-mode 2) EZweb 3) Yahoo! Keitai * i-mode, EZweb, Yahoo! Keitai are trademarks, registered trademarks or service names of NTT DoCoMo, Inc., KDDI CORPORATION and SOFTBANK MOBILE Corp., respectively. 14

15 5. Contact for Inquiries on the Operation of Personal Computer In case you need instructions for how to operate your personal computer/mobile phone in order to exercise your voting rights via this Internet Site, please contact the following support desk: Sumitomo Mitsui Trust Bank, Limited, Stock Transfer Agency Web Support Hotline (*Toll Free) (Business hours: from 9:00 to 21:00 except Saturdays, Sundays and official holidays) Electronic Voting Platform Institutional investors, if you only apply in advance to use, may use Electronic Voting Platform operated by ICJ, Inc., a joint venture established by TSE and others as a method for exercising your voting rights electronically, other than the aforementioned exercise of your voting rights via the Internet. Note: * The service is available in Japanese only. 15