Keihin Corporation Nishi-Shinjuku, Shinjuku-ku, Tokyo

Transcription

1 This document has been translated from Japanese original for convenience of non-japanese shareholders. In event of any discrepancy between this translation and Japanese original, original shall prevail. To our shareholders: Securities Code: 7251 June 7, 2017 Chitoshi Yokota President and CEO Keihin Corporation Nishi-Shinjuku, Shinjuku-ku, Tokyo NOTICE OF THE 76TH ORDINARY GENERAL MEETING OF SHAREHOLDERS You are cordially invited to attend 76th Ordinary General Meeting of Shareholders of Keihin Corporation ( ), which will be held as described below. If you are unable to attend meeting in person, you may exercise your voting rights by postal mail or electronic means (Internet voting etc.), and are kindly requested to exercise your voting rights no later than 6:00 p.m., Thursday, June 22, 2017 (Japan Standard Time), after examining attached Reference Documents for General Meeting of Shareholders. Meeting Details 1. Date and Time: 10:00 a.m., Friday, June 23,2017 (Reception opens at 9:00 a.m.) 2. Venue: Conference Room B, Nomura Conference Plaza, 48F Shinjuku Nomura Building Nishi-Shinjuku, Shinjuku-ku, Tokyo 3. Purposes: Items to be Reported: Business Report, Consolidated Financial Statements and Non-Consolidated Financial Statements for 76th Term (from April 1, to March 31, 2017), as well as results of audit of Consolidated Financial Statements by Accounting Auditor and Audit & Supervisory Board. Items to be Resolved: Proposal 1: Appropriation of surplus Proposal 2: Election of eleven (11) Directors Proposal 3: Election of two (2) Audit & Supervisory Board Members Proposal 4: Election of one (1) substitute Audit & Supervisory Board Member Notes: 1. If you exercise your voting rights both by postal mail and via Internet, we will only accept exercise of your voting rights via Internet as effective. 2. If you exercise your voting rights more than once via Internet, we will only accept last exercise of your voting rights as effective. 1

2 Reference Documents for General Meeting of Shareholders Proposals and Referential Matters Proposal 1: Appropriation of surplus The has positioned return of profits to shareholders as a key management priority. The adopts policy of determining payment of cash dividends from a long-term perspective while taking into account consolidated business performance and comprehensively considering future business developments. Guided by this policy, proposes year-end dividends for 76th Term and or appropriation of surplus as follows: 1. Matters related to year-end dividends (1) Allocation of dividend property and total amount reof 20 yen per common share of (including a 1 yen commemorative dividend for 60th anniversary) Total amount of dividends: 1,479,178,940 yen (2) Effective date of distribution of dividends of surplus June 26, Matters related to or appropriation of surplus (1) Item of surplus to be increased and amount of increase reof Dividend reserve: 400,000,000 yen General reserve: 1,810,000,000 yen (2) Item of surplus to be decreased and amount of decrease reof Retained earnings brought forward: 2,210,000,000 yen 2

3 Proposal 2: Election of eleven (11) Directors The tenures of eleven (11) Directors will expire at close of this General Meeting of Shareholders. Therefore, proposes that eleven (11) Directors, including two (2) Independent Directors, be elected. The candidates for Directors are as follows: No. Current position and responsibilities Attendance at Board of Directors 1 Chitoshi Yokota President & CEO 7/7 2 Hiroshi Seikai Senior Managing Officer and Director, Chief Operating Officer for Americas, Executive for North America 8/8 3 Genichiro Konno Managing Officer and Director, Risk Management Officer, Chief Operating Officer for Production, Executive for Investment & Cost Management, In charge of Quality Assurance 7/8 4 Hirohisa Amano Managing Officer and Director, Chief Operating Officer for Asia 8/8 5 Yusuke Takayama Managing Officer and Director, Chief Operating Officer for Business Management & Sales 8/8 6 Masayasu Shigemoto Managing Officer and Director, Compliance Officer, Chief Operating Officer for Business Administration, Executive for CSR 8/8 7 Tomoya Abe Managing Officer and Director, Chief Operating Officer for R&D 7/ Mikihito Kawakatsu Taro Mizuno Candidate for Independent Director Shigeo Wakabayashi Candidate for Independent Director Senior Operating Officer and Director, Chief Operating Officer for Air-conditioning System Business 8/8 Director * 8/8 Director * 8/8 11 [New election] Hiroshi Nakatsubo Senior Operating Officer, Chief Operating Officer for China - * Independent Director 3

4 1 Chitoshi Yokota (February 4, 1958) 7/7 (100%) Resume, current position, responsibilities Joined Honda Motor Co., Ltd. Operating Officer, Honda R&D Co., Ltd. Officer responsible for Automobile Products, Automobile, Honda Motor Co., Ltd. Operating Officer, Honda Motor Co., Ltd. Executive in charge of Business Unit No. 2, Automobile, Honda Motor Co., Ltd. Managing Officer, Honda Motor Co., Ltd. Executive Vice President and Director, Honda North America Services, LLC Executive Vice President and Director, Honda of America Mfg., Inc. Representative for Automobile Development, Purchasing and Production (North America), Honda Motor Co., Ltd. Senior Executive Vice President and Director, Honda North America, Inc. President & CEO, Keihin Corporation s with 8,500 None 4

5 2 Hiroshi Seikai (May 11, 1960) 2009 May May Resume, current position, responsibilities Joined Keihin Corporation Quality Overall Control Chief Operating Officer for Quality Assurance Director of Executive for Sales, Business Management & Sales Senior Operating Officer and Director of Deputy Compliance Officer Senior Operating Officer of Executive for Missions, Business Management & Sales Executive for Sales, Americas Deputy Operating Officer for North America Management President and Director, Keihin Aircon North America, Inc. Managing Officer of Deputy Operating Officer for Americas Executive for Sales, Americas Chief Operating Officer for Americas Chief Operating Officer for North America Management President, Keihin North America, Inc. President, Keihin Carolina System Technology, LLC. President, Keihin IPT Mfg, LLC. President and Director, Keihin North America, Inc. Managing Officer and Director of Chief Operating Officer for Americas Executive for North America Senior Managing Officer and Director of s 11,300 with Please see Note 1 below 8/8 (100%) President and Director, Keihin North America, Inc. 5

6 3 Genichiro Konno (December 5, 1961) 7/8 (88%) 1984 May Resume, current position, responsibilities Joined Keihin Corporation Executive for Production Engineering, Production Director of Senior Operating Officer and Director of Chief Operating Officer for China Chairman, Nanjing Keihin Carburetor Co., Ltd. Managing Officer and Director of Chairman, Dongguan Keihin Engine Management System Co., Ltd. Risk Management Officer of Chief Operating Officer for Production Chief Operating Officer for Production Executive for Investment & Cost Management In charge of China Chief Operating Officer for Production Executive for Investment & Cost Management In charge of Quality Assurance s with 10,100 None 4 Hirohisa Amano (October 18, 1962) 1985 May Joined Keihin Corporation Executive for Business Administration, Asia Director of Senior Operating Officer and Director of Senior Operating Officer of Chief Operating Officer for Asia President and Director, Keihin Asia Bangkok Co., Ltd. Senior Operating Officer and Director of Managing Officer and Director of 9,100 None 8/8 (100%) President and Director, Keihin Asia Bangkok Co., Ltd. 6

7 Resume, current position, responsibilities s with 5 Yusuke Takayama (February 25, 1961) 8/8 (100%) Joined Honda Motor Co., Ltd. Chief Engineer, Honda R&D Co., Ltd. Operating Officer, Keihin Corporation Executive for Strategies, R&D Senior Operating Officer of Chief Operating Officer for R&D Executive for Corporate Planning Office Chairman, Keihin R&D China Co., Ltd. Senior Operating Officer and Director of Managing Officer and Director of Chief Operating Officer for R&D Chief Operating Officer for Business Management & Sales Executive for Corporate Planning Office Chief Operating Officer for Business Management & Sales Executive for Sales In charge of Quality Assurance In charge of Americas Chief Operating Officer for Business Management & Sales 8,500 None 6 Masayasu Shigemoto (February 28, 1959) 8/8 (100%) Sep. Sep. Sep Joined Honda Motor Co., Ltd. General Manager, Affiliated Companies Affairs Office, Honda Motor Co., Ltd. Operating Officer, Keihin Corporation Deputy Compliance Officer Chief Operating Officer for Business Administration Executive for Audit Office Senior Operating Officer of Compliance Officer Senior Operating Officer and Director of Chief Operating Officer for Business Administration Executive for CSR Chief Operating Officer for Business Administration General Manager, Sales Administration Department Executive for CSR Managing Officer and Director of Chief Operating Officer for Business Administration Executive for CSR 3,000 None 7

8 Resume, current position, responsibilities s with 7 Tomoya Abe (January 31, 1961) Nov Joined Honda Motor Co., Ltd. Seconded to Honda Cars India Ltd. Operating Officer, Keihin Corporation Deputy Operating Officer for R&D Executive for Mechanics Production Deputy Operating Officer for R&D Executive for Mechanics Production Executive for Advanced Technology Research Department Senior Operating Officer of Chief Operating Officer for R&D Executive for Advanced Technology Research Department Executive for Corporate Planning Office Chairman, Keihin R&D China Co., Ltd. Senior Operating Officer and Director of Managing Officer and Director of Chief Operating Officer for R&D 4,500 None 7/7 (100%) Chairman, Keihin R&D China Co., Ltd. 8 Mikihito Kawakatsu (January 10, 1958) 8/8 (100%) Joined Honda Motor Co., Ltd. Chief Engineer, Honda R&D Co., Ltd. Operating Officer, Keihin Corporation Category Representative, Air-conditioning System, Business Management & Sales Senior Operating Officer of Chief Operating Officer for Air-conditioning System Business Management Chief Operating Officer for Air-conditioning System Business Senior Operating Officer and Director of Chairman, Keihin-Grand Ocean Thermal Technology (Dalian) Co., Ltd. Chairman, Keihin-Grand Ocean Thermal Technology (Dalian) Co., Ltd. 9,500 Please see Note 2 below 8

9 9 Candidate for Independent Director Taro Mizuno (December 10, 1952) 2006 Jun Resume, current position, responsibilities Joined Fujitsu Limited Vice President for SCM Solution Division, Systems Engineering Group, Fujitsu Limited Deputy Head of Automotive Industry Business Unit, Fujitsu Limited Head of Solution Business Unit, Fujitsu Limited Corporate Executive Officer, Fujitsu Marketing Limited Director and Corporate Executive Officer for Fujitsu Marketing Limited Director, Keihin Corporation * Adviser, Fujitsu Marketing Limited Nonpermanent Adviser, Fujitsu Marketing Limited President & Director, FCOM SERVICES CO., LTD. s with 300 None 8/8 (100%) * years served as an Independent Director (as of close of this Meeting) 2 year President & Director, FCOM SERVICES CO., LTD. 10 Candidate for Independent Director Shigeo Wakabayashi (August 9, 1954) Jan. Feb. Jul Registered as Japanese Attorney Joined Iwata Godo Admitted to New York State Bar Association Director, SMBC Servicer Co., Ltd. Independent Audit & Supervisory Board Member, Shinsei Pulp & Paper Co., Ltd. Professor, Hitotsubashi University, Law School Executive Governor, Japan Federation of Bar Associations Director, Keihin Corporation * Independent Audit & Supervisory Board Member, Oi Electric Co., Ltd. * years served as an Independent Director (as of close of this Meeting) 2 year 1,200 None 8/8 (100%) Attorney, Iwata Godo Independent Audit & Supervisory Board Member, Shinsei Pulp & Paper Co., Ltd. Independent Audit & Supervisory Board Member, Oi Electric Co., Ltd. 9

10 11 [New election] Hiroshi Nakatsubo (July 12, 1961) Jan Resume, current position, responsibilities Joined Keihin Corporation General Manager, Production Planning Department, Production Operating Officer of Deputy Compliance Officer Executive for Business Planning, Business Management & Sales Executive for Automobile Localization, Automotive Product Business Managements General Manager, Automotive Product Business Planning Department Executive for Business Planning, Business Management & Sales Executive for Automobile Localization, Automotive Product Business Managements Category Representative, Automotive Product Business Managements General Manager, Automotive Product Business Planning Department Executive for Business Planning, Business Management & Sales Chief Operating Officer for Automotive Product Business Management Executive for Automobile Localization, Automotive Product Business Managements Category Representative, Automotive Product Business Managements Executive for Business Planning, Business Management & Sales Chief Operating Officer for Automotive Product Business Management Executive for Automobile Localization, Automotive Product Business Managements Senior Operating Officer of Chief Operating Officer for China Chairman, Nanjing Keihin Carburetor Co., Ltd. Chairman, Dongguan Keihin Engine Management System Co., Ltd. Chairman, Keihin (Wuhan) Automotive Components Co., Ltd. s with 3,100 None - Chairman, Nanjing Keihin Carburetor Co., Ltd. Chairman, Dongguan Keihin Engine Management System Co., Ltd. Chairman, Keihin (Wuhan) Automotive Components Co., Ltd. 10

11 Notes: 1. Hiroshi Seikai (candidate for Director) concurrently serves as President and Director of Keihin North America, Inc., which is in a competitive relationship with with respect to sale of motorcycle products and general-purpose products, and engages in sales transactions of components with. As a regional headquarters, Keihin North America, Inc. owns Keihin Carolina System Technology, LLC., Keihin IPT Mfg, LLC., and Keihin Michigan Manufacturing, LLC., all of which are in a competitive relationship with with respect to manufacture and sale of automobile products and engage in sales transactions of components with. 2. Mikihito Kawakatsu (candidate for Director) concurrently serves as Chairman of Keihin-Grand Ocean Thermal Technology (Dalian) Co., Ltd. This company is in a competitive relationship with with respect to manufacture and sale of automobile products, and engages with this company in sales transactions of components. 3. Taro Mizuno and Shigeo Wakabayashi are candidates for Independent Directors. 4. The reasons for selecting candidates for Independent Directors and reasons why believes that candidates will perform ir duties appropriately are as follows: (1) Taro Mizuno has developed deep insights through his practical experience in automobile-related business divisions and his experience as a business administrator. Drawing on his insights, he has appropriately performed his duties for, which include business judgments and supervision, from a neutral and objective perspective. On this basis, believes that he will appropriately perform his duties as Independent Director; refore, it has nominated him for re-election as Independent Director. (2) Shigeo Wakabayashi has experience and specialist knowledge in corporate law, having practiced as an attorney in Japan and overseas. Drawing on his experience and deep insights, he has appropriately performed his duties for, which include business judgments and supervision, from a neutral and objective perspective. On this basis, believes that he will appropriately perform his duties as Independent Director; refore, it has nominated him for re-election as Independent Director. 5. Pursuant to Article 427, Paragraph 1 of Companies Act and provisions of Articles of Incorporation, has concluded a limited liability agreement with Taro Mizuno and Shigeo Wakabayashi, respectively, that limits ir liabilities as provided in Article 423, Paragraph 1 of said Act up to minimum amount stipulated in Article 425, paragraph 1 of said Act. If ir re-election is approved, intends to continue said liability agreement with m, respectively. 6. The has registered Taro Mizuno and Shigeo Wakabayashi with Tokyo Stock Exchange as Independent officers. If ir re-election is approved, intends to re-register m as Independent Officers. 7. As a result of a merger on April 1, 1997, Keihin Seiki Manufacturing Co., Ltd. and e-giken Co., Ltd. became surviving company and merged company, respectively. In field Resume, current position, responsibilities, se companies are expressed as and Keihin Corporation. 11

12 Proposal3: Election of two (2) Audit & Supervisory Board Members Audit & Supervisory Board Members, Katsuyuki Matsui and Kouki Onuma, will resign from ir positions upon conclusion of this General Meeting of Shareholders. Therefore, proposes that two (2) Audit & Supervisory Board Members be newly elected. The Audit & Supervisory Board has given its consent to this proposal. The candidates for Audit & Supervisory Board Members are as follows: No. 1 [New election] Candidate for Independent Audit & Supervisory Board Member Takayoshi Uchida (August 19, 1958) Resume, current position Joined Honda Motor Co., Ltd. Block Leader, Accounting Block, Business Administration Department, Saitama Factory, Honda Motor Co., Ltd. Block Leader, Business Management Block, Accounting Division, Honda Motor Co., Ltd. Seconded to Honda of The U.K. Manufacturing Ltd. Operating Officer and Director, Honda Access Corporation General Manager, Affiliated Companies Affairs Office, Honda Motor Co., Ltd. Independent Director, Honda Airways Co., Ltd. s with 3,000 None Independent Director, Honda Airways Co., Ltd. 12

13 2 [New election] Toshihiro Kuroki (February 18, 1962) 2010 May May. May Resume, current position Joined Keihin Corporation Executive for Sales & Air-conditioning system, Automotive Product Business Director of Executive for India, Asia Senior Operating Officer and Director of Senior Operating Officer of President and Director, Keihin India Manufacturing Pvt. Ltd. President and Director, Keihin Automotive Systems India Pvt. Ltd. Deputy Risk Management Officer of Executive for Investment & Cost Management, Production Executive for Business Continuity Management Office Executive for Investment & Cost Management, Production Executive for Automotive, Purchasing Executive for Business Continuity Management Office Executive for Purchasing, Production Localization promotion Responsible, Production Executive for Business Continuity Management Office Executive for Purchasing, Production Localization promotion Responsible, Production Executive for Miyagi No.2 Plant Executive for Business Continuity Management Office s with 8,100 None Notes: 1. Takayoshi Uchida is a candidate for Independent Audit & Supervisory Board Member. 2. remarks regarding candidates for Independent Audit & Supervisory Board Members are as follows: Takayoshi Uchida (candidate for Independent Audit & Supervisory Board Member) has worked in automotive industry both in Japan and overseas. In addition to having a wealth of experience, as well as extensive insights in accounting and related fields, he has served as a director at or companies. The believes that its audit activities would benefit from his experience and extensive insights, and has refore nominated him to be elected as an Independent Audit & Supervisory Board Member. He is currently employed by Honda Motor Co., Ltd., which is s major shareholder. Sales to Honda Motor Co., Ltd. and its affiliates ( Honda Group ) accounted for 85% of s consolidated sales for fiscal year under review, indicating that and Honda Group are in a continual and close business relationship. 3. As a result of a merger on April 1, 1997, e-giken Co., Ltd. became merged company. In field Resume, current position, this company is expressed as and Keihin Corporation. 13

14 Proposal 4: Election of one (1) substitute Audit & Supervisory Board Member The effective term of Masato Tsukahara, who was elected as substitute Audit & Supervisory Board Member at 75th Ordinary General Meeting of Shareholders, will expire at commencement of this General Meeting of Shareholders. Therefore, proposes that one (1) substitute Audit & Supervisory Board Member be elected to prepare for a case where number of Audit & Supervisory Board Members falls below number stipulated by laws and regulations. The effectiveness of election under this proposal may be cancelled based on resolution of Board, provided such cancellation is done prior to assumption of office and with consent of Audit & Supervisory Board. The Audit & Supervisory Board has given its consent to this proposal. The candidate for substitute Audit & Supervisory Board Member is as follows: Yuichiro Mori (January 6, 1968) Jul. Dec. Jul Resume, current position Registered as Japanese Attorney Joined Nagashima Ohno & Tsunematsu Joined Jones Day Independent Director, Alpha Asset Management, Inc. Independent Director, Alpha Trust Holdings, Inc. Supervisory Director, DREAM Private REIT Inc. s - with None Attorney, Jones Day Supervisory Director, DREAM Private REIT Inc. Notes: 1. Yuichiro Mori is a candidate for substitute Independent Audit & Supervisory Board Member. 2. Yuichiro Mori has specialist knowledge as an attorney both in Japan and overseas and has served as an independent director at or companies. The believes that in drawing on his superior insights and experience he would appropriately perform duties of an Independent Audit & Supervisory Board Member, and has refore nominated him to be elected as a substitute Independent Audit & Supervisory Board Member. 3. If Yuichiro Mori s election is approved,, pursuant to Article 427, Paragraph 1 of Companies Act and provisions of Articles of Incorporation, intends to conclude a limited liability agreement with him that limits his liabilities as provided in Article 423, Paragraph 1 of said Act up to minimum amount stipulated in Article 425, paragraph 1 of said Act. 14