1. |
English translations of 1) the Notice of Convocation of the 71st Ordinary General Meeting of Shareholders, and 2) the Business Report for the period from April 1, 2016 to March 31, 2017, each as filed by the registrant with the Tokyo Stock Exchange on May 31, 2017.
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2.
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Press release titled “Renewal of Countermeasures to Large-Scale Acquisitions of MinebeaMitsumi Shares (Takeover Defense Measures),” dated May 31, 2017
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3.
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Press release titled “Notice regarding the Repurchase Status of Own Shares (Repurchase of Own Shares pursuant to Section 1 of Article 459 of the Company Law),” dated June 1, 2017
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MINEBEA MITSUMI Inc.
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By:
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/s/ Takayuki Ishikawa
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Name:
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Takayuki Ishikawa |
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Title:
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General Manager
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The following is an English translation of the Notice of the 71st Ordinary General Meeting of Shareholders of MinebeaMitsumi Inc., to be held on June 29, 2017.
The Company provides this translation for your reference and convenience only and without any guarantee as to its accuracy or otherwise.
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4106-73, Oaza Miyota, Miyota-machi,
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Kitasaku-gun, Nagano Prefecture
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MINEBEA MITSUMI Inc.
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Yoshihisa Kainuma
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Representative Director
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1) | The Business Report and the Consolidated Financial Statements for the 71st fiscal year (April 1, 2016 to March 31, 2017), and the Audit Report on the Consolidated Financial Statements by the Independent Auditors and the Audit & Supervisory Board |
2) | The Non-Consolidated Financial Statements for the 71st fiscal year (April 1, 2016 to March 31, 2017) |
1. | This notice of the Meeting is also posted on our website. |
2. | For any revisions to the contents of the reference documents for the Meeting, the business report or the consolidated and non-consolidated financial statements prior to the day before the Meeting, we will notify you of the revisions either by mail or via our website. |
1. | When you would exercise your voting rights via the Internet, please use the code and initial password that are indicated on the voting card, follow the guidance on the screen and vote for or against each proposal. |
2. | The deadline for the exercise of voting rights is 5:30 p.m., Wednesday, June 28, 2017, but shareholders are requested to do so as early as possible. |
3. | If you exercise your voting rights more than once by mail and via the Internet, etc., the voting via the Internet, etc. shall prevail. In the case where you exercise your voting rights via the Internet, etc. more than once, the last vote shall prevail. |
4. | The fees to the provider and telecommunications carriers (internet connection fees, etc.) for accessing the voting rights exercise site shall be borne by the shareholder. |
1. | Password is important information to verify whether the person exercising voting rights is a legitimate shareholder. Please maintain the password as strictly confidential in the same manner as a seal or a personal identification number. |
2. | In case you commit more errors than a certain number of tries to input your password, you will not be allowed to use the password. If you would like your password to be reissued, please follow the instruction on the screen for the necessary procedures. |
3. | Voting code indicated on the voting card is valid only for this General Meeting of Shareholders. |
1. | If you have any questions on the use of PCs, etc. for the exercise of voting rights, please contact the following: |
2. | For any other inquiries, please contact the following: |
a. | For shareholders who have securities accounts, please contact your securities company. |
b. | For shareholders who do not have securities accounts (special account holder) |
1. | Status of the Corporate Group |
(1) | Operating performance of the fiscal year |
(i) | Operating performance |
(ii) | Capital expenditures |
(iii) | Financing |
(iv) | Business transfer, absorption-type demerger, incorporation-type demerger |
(v) | Acceptance of other companies’ businesses |
(vi) | Succession to rights and obligations pertaining to business of other judicial persons or entities due to absorption-type merger or demerger |
(vii) | Acquisition or disposition of shares, other equity or subscription rights to shares, etc. of other companies |
(2) | Financial position and profit/loss in recent 3 years |
(i) | Financial position and profit/loss of the corporate group |
Fiscal
2014 (4/13–3/14) |
Fiscal
2015 (4/14–3/15) |
Fiscal
2016 (4/15–3/16) |
Fiscal
2017 (4/16–3/17) |
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Net sales (millions of yen)
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371,543
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500,676
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609,814
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638,926
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Ordinary income (millions of yen)
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28,065
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60,140
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46,661
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48,393
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Income attributable to owners of the parent (millions of yen)
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20,878
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39,887
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36,386
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41,146
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Net income per share (yen)
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55.94
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106.73
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97.26
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107.33
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Total assets (millions of yen)
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381,278
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490,043
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459,427
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643,312
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Net assets (millions of yen)
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163,463
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233,679
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237,973
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326,218
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(ii) | Financial position and profit/loss of the Company |
Fiscal
2014 (4/13–3/14) |
Fiscal
2015 (4/14–3/15) |
Fiscal
2016 (4/15–3/16) |
Fiscal
2017 (4/16–3/17) |
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Net sales (millions of yen)
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247,885
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343,358
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451,101
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452,506
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Ordinary income (millions of yen)
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13,470
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24,109
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15,950
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11,084
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Net income (millions of yen)
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8,005
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9,575
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11,750
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3,199
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Net income per share (yen)
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21.45
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25.62
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31.41
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8.35
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Total assets (millions of yen)
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366,852
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389,214
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368,266
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482,615
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Net assets (millions of yen)
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180,911
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187,119
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192,539
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245,927
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(3) | Significant parent company and subsidiaries |
(i) | Parent company |
(ii) | Significant subsidiaries |
Name
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Location
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Common stock
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Voting rights ratio
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Main business lines
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NMB-Minebea Thai Ltd.
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Thailand
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BAHT 15,305,363 thousand
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100.0%
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Manufacture and sales of machined components and electronic devices
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NMB (USA) Inc.
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U.S.A.
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USD 311,093 thousand
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100.0%
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Holding company
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NMB Technologies Corporation
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U.S.A.
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USD 80,045 thousand
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100.0%
(100.0%) |
Sales of machined components and electronic devices
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New Hampshire Ball Bearings, Inc.
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U.S.A.
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USD 94,000 thousand
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100.0%
(100.0%) |
Manufacture and sales of bearings
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NMB-Minebea-GmbH
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Germany
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EUR 11,274 thousand
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100.0%
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Sales of machined components and electronic devices
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MINEBEA ELECTRONICS & HI-TECH COMPONENTS (SHANGHAI) LTD.
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China
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USD 239,060 thousand
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100.0%
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Manufacture and sales of machined components and electronic devices
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MINEBEA (HONG KONG) LIMITED
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Hong Kong
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HKD 100,000 thousand
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100.0%
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Sales of machined components and electronic devices
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NMB SINGAPORE LIMITED
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Singapore
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SGD 38,000 thousand
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100.0%
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Manufacture of bearings and sales of machined components and electronic devices
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MINEBEA (CAMBODIA) Co., Ltd.
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Cambodia
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USD 70,000 thousand
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100.0%
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Manufacture and sales of electronic devices
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MITSUMI ELECTRIC CO., LTD.
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Japan
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JPY 39,890 million
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100.0%
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Manufacture and sales of electrical appliances and communication devices
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Notes | 1: | Figures in parentheses for the voting rights ratio in the above table show the ratio of indirect ownership. |
2: | As of the effective date on January 27, 2017, MITSUMI ELECTRIC CO., LTD. became a wholly owned subsidiary of MinebeaMitsumi Inc. through the share exchange. |
(4) | Tasks to be accomplished |
1) | Be a company where our employees are proud to work |
2) | Earn and preserve the trust of our valued customers |
3) | Respond to our shareholders’ expectations |
4) | Work in harmony with the local community |
5) | Promote and contribute to global society |
(5) | Main business lines (As of March 31, 2017) |
Classification
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Products
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Machined components business
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Ball bearings, rod-end bearings, hard disk drive (HDD) pivot assemblies, and fasteners for automobile and aircraft, etc.
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Electronic devices and components business
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Electronic devices (LED backlights for LCDs, sensing devices (measuring components), etc.), HDD spindle motors, stepping motors, DC motors, air movers (fan motors), precision motors and special devices, etc.
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MITSUMI business
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Semiconductor devices, optical devices, mechanical parts, high frequency components and power supply components, etc.
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Other businesses
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Machines produced in-house, etc.
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(6) | Major offices and plants (As of March 31, 2017) |
(i) | The Company’s major offices and plants |
Head Office
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Miyota-machi, Kitasaku-gun, Nagano Prefecture
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Tokyo Head Office
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Minato-ku, Tokyo
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Plants
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Karuizawa Plant (Miyota-machi, Kitasaku-gun, Nagano Prefecture)
Hamamatsu Plant (Fukuroi-shi, Shizuoka Prefecture) Fujisawa Plant (Fujisawa-shi, Kanagawa Prefecture) Yonago Plant (Yonago-shi, Tottori Prefecture) Matsuida Plant (Annaka-shi, Gunma Prefecture) |
Sales Offices
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Tokyo Office (Minato-ku, Tokyo)
Nagoya Office (Nagoya-shi, Aichi Prefecture) Osaka Office (Osaka-shi, Osaka Prefecture) |
(ii) | Major subsidiaries’ offices and plants |
(7) | Employees (As of March 31, 2017) |
(i) | Employees of the corporate group |
Classification
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Number of employees
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Increase (decrease) from the end of the previous year
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Machined components business
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17,725
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133
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Electronic devices and components business
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41,081
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(3,015
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MITSUMI business
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19,353
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19,353
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Other businesses
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195
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12
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Whole company (common)
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603
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(6
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Total
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78,957
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16,477
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1. | The number of employees is the number that is at work. |
2. | The “Whole company (common)” refers to employees in the administration department but not under any business segment. |
3. | Please note that “MITSUMI business” has been recognized as a new reportable segment from this fiscal year. The main reason for the increase in the number of employees was that MITSUMI ELECTRIC CO., LTD. and its consolidated subsidiaries were consolidated. |
(ii) | Employees of the Company |
Number of employees
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Increase (decrease) from the end of the previous year
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Average age
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Average of working years
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3,762
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298
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43.8
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17.5
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(8) | Major lenders (As of March 31, 2017) |
Lenders
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Outstanding borrowing
(millions of yen) |
Sumitomo Mitsui Trust Bank, Limited
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44,416
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The Bank of Tokyo-Mitsubishi UFJ, Ltd.
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34,242
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Sumitomo Mitsui Banking Corporation
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33,625
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Syndicate loans
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20,716
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1. | Outstanding borrowing from The Bank of Tokyo-Mitsubishi UFJ, Ltd. includes 15,000 million yen for corporate bonds. |
2. | The syndicate loan refers to the total amount of 3 syndicate loans which are organized by 2 from The Bank of Tokyo-Mitsubishi UFJ, Ltd. and 1 from Sumitomo Mitsui Banking Corporation. |
(1) | Overview of shares (As of March 31, 2017) |
(i)
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Total number of shares authorized:
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1,000,000,000 shares
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(ii)
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Number of shares issued:
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427,080,606 shares
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(The increase in the total number of shares issued is due to a share exchange with MITSUMI ELECTRIC CO., LTD.) | |||
(iii)
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Number of shareholders:
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37,405 persons
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(iv)
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Number of Shares Constituting One Unit of Shares
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100 shares
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(Due to the amendments to the Articles of Incorporation as of May 1, 2016, the number of shares constituting one unit of shares was changed from the previous 1,000 shares to 100 shares.) | |||
(v) | Major shareholders: |
Name of shareholders
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Number of shares (thousands)
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Shareholding ratio (%)
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The Master Trust Bank of Japan, Ltd. (Trust account)
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31,045
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7.29
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Japan Trustee Services Bank, Ltd. (Trust account)
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22,885
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5.37
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Takahashi Industrial and Economic Research Foundation
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15,447
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3.63
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Sumitomo Mitsui Trust Bank, Limited
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15,413
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3.62
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Japan Trustee Services Bank, Ltd. (Trust account 4)
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13,860
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3.25
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Sumitomo Mitsui Banking Corporation
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10,223
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2.40
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The Bank of Tokyo-Mitsubishi UFJ, Ltd.
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10,181
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2.39
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KEIAISHA Co., Ltd.
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10,100
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2.37
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THE CHASE MANHATTAN BANK 385036
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6,944
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1.63
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Japan Trustee Services Bank, Ltd. (Trust account 5)
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6,683
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1.57
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(2) | Matters relating to subscription rights to shares, etc. |
(i) | Subscription rights to shares held by the Company’s officers which were granted as consideration for their performance of duties at the end of the fiscal year under review |
Name
(Date of issuance) |
Resolution date of issuance
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Number of subscription rights to shares
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Class and number of shares underlying the exercise of subscription rights to shares
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Issue price per one subscription right to share
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Exercise value per one subscription right to share
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Exercise period for subscription rights to shares
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Number of subscription rights to shares held by directors
(Number of holders) |
Series I subscription rights to shares of Minebea Co., Ltd. issued in 2012
(July 17, 2012) |
June 28, 2012
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470
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47,000 shares of common stock
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25,200 yen
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100 yen
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From July 18, 2012 to July 16, 2042
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150
(2) |
Series II subscription rights to shares of Minebea Co., Ltd. issued in 2013
(July 16, 2013) |
June 27, 2013
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420
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42,000 shares of common stock
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36,700 yen
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100 yen
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From July 17, 2013 to July 15, 2043
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250
(4) |
Series III subscription rights to shares of Minebea Co., Ltd. issued in 2014
(July 18, 2014) |
June 27, 2014
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252
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25,200 shares of common stock
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117,400 yen
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100 yen
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From July 19, 2014 to July 17, 2044
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150
(4) |
1. | The number of shares to be issued upon exercise of subscription rights to shares is 100 shares as per one subscription right to share. |
2. | The issue prices represent the sum total of the fair value of subscription rights to shares as of the allotment date and the payment amount at the time of exercise of subscription rights to shares (1 yen per share). |
3. | Shares delivered to holders of subscription rights to shares when they exercise subscription rights to shares are exclusively shares of treasury stock, hence no new shares will be issued in the context of this transaction. |
4. |
(i)
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During the exercise period, any director who is a holder of subscription rights to shares may exercise all of his or her subscription rights to shares at one time within a 10-day period following the date of termination of his or her directorship (when the 10th day following the date of termination falls on holiday, the period up to the following business day). |
(ii) | When any holder of subscription rights to shares passes away, his or her heirs may exercise all the subscription rights to shares, only in a single transaction, within the six-month period following the date of death. |
(iii) | Other terms and conditions for the exercise of subscription rights to shares are as specified in the “Subscription rights to shares Agreement” entered into by and between the Company and the holders of subscription rights to shares. |
5. | Subscription rights to shares have not been allotted to Outside Directors and Audit & Supervisory Board Members. |
(ii) | Subscription rights to shares granted to employees, etc. as consideration for their performance of duties during the fiscal year under review |
(iii) | Other important matters concerning subscription rights to shares, etc. |
Total issuance
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20,000 million yen
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Price per bond
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10 million yen (one type)
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Issue date
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January 27, 2017
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Redemption and term of the bond
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The bonds shall be redeemed at the full par value of 10 million yen per 10 million yen amount on August 3, 2022.
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Details of the subscription rights to shares
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Total number of subscription rights to shares attached to the bond
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2,000
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Class and number of shares to be issued upon exercise of subscription rights to shares
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Common stock of the Company
The number of common stock of the Company is the number obtained by dividing the face value of the total issuance of the Bonds in respect to exercise requests by the conversion price provided below. However, fractions less than one share that arise due to such exercise are rounded down and amounts thereof will not be adjusted in cash. |
Conversion price for subscription rights to shares
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2,068 yen
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Exercise period for subscription rights to shares
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From January 27, 2017 to July 20, 2022
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(1) | Directors and Audit & Supervisory Board Members (As of March 31, 2017) |
Title
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Name
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Responsibilities in the Company and significant concurrent positions outside the Company
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Representative Director, President and Chief Executive Officer
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Yoshihisa Kainuma
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Director, Chairman of the Board of Directors of MITSUMI ELECTRIC CO., LTD.
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Director, Senior Managing Executive Officer
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Hirotaka Fujita
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Chief of Electronic Device & Component Manufacturing Headquarters
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Director, Senior Managing Executive Officer
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Daishiro Konomi
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Officer in charge of Sales Division
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Director, Senior Managing Executive Officer
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Tamio Uchibori
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Chief of Corporate Planning Headquarters
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Director, Senior Managing Executive Officer
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Ryozo Iwaya
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Deputy Chief of Electronic Device & Component Manufacturing Headquarters, Officer in charge of Electronic Device Division at Electronic Device & Component Manufacturing Headquarters, Chief of Mitsumi Business Headquarters, Representative Director, Vice President and Chief Executive Officer of MITSUMI ELECTRIC CO., LTD.
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Director, Senior Managing Executive Officer
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Tetsuya Tsuruta
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Chief of Machined Component Manufacturing Headquarters, Officer in charge of Spindle Motor Division at Electronic Device & Component Manufacturing Headquarters, Officer in charge of Production Support Division
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Director, Senior Managing Executive Officer
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Shigeru None
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Deputy Officer in charge of Sales Division; General Manager of Japan & Asian Regional Sales
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Director, Senior Managing Executive Officer
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Hiromi Yoda
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Chief of Accounting & Corporate Finance Headquarters
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Director
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Kohshi Murakami
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Attorney at law
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Director
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Takashi Matsuoka
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Director and Vice President Executive Officer, KEIAISHA Co., Ltd.
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Standing Audit & Supervisory Board Member
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Kazunari Shimizu
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Standing Audit & Supervisory Board Member
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Kazuyoshi Tokimaru
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Audit & Supervisory Board Member
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Hisayoshi Rikuna
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Certified Public Tax Accountant
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Audit & Supervisory Board Member
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Shinichiro Shibasaki
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Attorney at law
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1. | Messrs. Kohshi Murakami and Takashi Matsuoka are Outside Directors. The Company has filed a notification to financial instruments exchanges explaining that Kohshi Murakami is an independent officer, pursuant to the provisions prescribed by those exchanges. |
2. | Messrs. Kazuyoshi Tokimaru, Hisayoshi Rikuna and Shinichiro Shibasaki are Outside Audit & Supervisory Board Members. The Company has filed a notification to financial instruments exchanges explaining that Shinichiro Shibasaki is an independent officer, pursuant to the provisions prescribed by those exchanges. |
3. | Audit & Supervisory Board Member Mr. Kazuyoshi Tokimaru has been for many years engaged in financial affairs in a commercial bank and has considerable knowledge of finance and accounting. |
4. | Audit & Supervisory Board Member Mr. Hisayoshi Rikuna is familiar with tax services as a certified public tax accountant and has considerable knowledge of finance and accounting. |
5. | At the conclusion of the 70th Ordinary General Meeting of Shareholders held on June 29, 2016, the terms of office of Director, Messrs. Hiroharu Katogi and Hiroyuki Yajima expired, and therefore they retired from the position. |
6. | Directors’ significant concurrent positions outside the Company changed on April 1, 2017 as follows: |
Name
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Before change
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After change
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Yoshihisa Kainuma
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Director, Chairman of the Board of Directors of MITSUMI ELECTRIC CO., LTD.
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Director of MITSUMI ELECTRIC CO., LTD.
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Ryozo Iwaya
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Representative Director, Vice President and Chief Executive Officer of MITSUMI ELECTRIC CO., LTD.
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Representative Director, President and Chief Executive Officer of MITSUMI ELECTRIC CO., LTD.
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(2) | Overview of limited liability agreements |
(3) | Amount paid as remuneration to Directors and Audit & Supervisory Board Members |
Categories |
Number of
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Amount of remuneration, etc. (thousands of yen)
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|||
persons to be paid
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Basic remuneration
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Bonuses
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Stock options
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Total
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Directors (Outside Directors)
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12
(2) |
329,445
(16,974) |
180,000
(–) |
–
(–) |
509,445
(16,974) |
Audit & Supervisory Board Members (Outside Audit & Supervisory Board Members)
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4
(3) |
50,213
(34,462) |
–
(–) |
–
(–) |
50,213
(34,462) |
Total
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16
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379,658
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180,000
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–
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559,658
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1. | The above table includes amounts paid to Messrs. Hiroharu Katogi and Hiroyuki Yajima, who retired from the position as Director at the conclusion of the 70th Ordinary General Meeting of Shareholders held on June 29, 2016. |
2. | The remuneration for Directors excludes the salary to be paid for service as officer or employee for Directors who concurrently hold a post of officer or employee of the Company. |
3. | The Company resolved that the maximum annual remuneration for Directors shall be not more than 1 billion yen (this amount includes maximum annual remuneration of 50 million yen for Outside Directors) at the 69th Ordinary General Meeting of Shareholders held on June 26, 2015. Furthermore, the Company resolved at the 66th Ordinary General Meeting of Shareholders held on June 28, 2012 that the Company may grant stock-based compensation stock options of up to 30 million yen per annum, within the limits of the above remuneration amount, to Directors of the Company (excluding Outside Directors). |
4. | The Company resolved that the maximum annual remuneration for Audit & Supervisory Board Members shall be not more than 100 million yen at the 61st Ordinary General Meeting of Shareholders held on June 28, 2007. |
5. | “Amount of remuneration, etc.” includes 180,000 thousand yen which was recorded as accrued bonuses for directors in the fiscal year under review. |
6. | The amount of remuneration, etc. is shown with fractions of 1 thousand yen rounded off. |
(4) | Matters relating to outside officers |
(i) | Significant concurrent positions outside the Company and relation between the Company and such other corporations |
(ii) | Main activities during the fiscal year under review |
Name
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Attendance and contributions
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Director
Kohshi Murakami |
He attended all 12 meetings of the Board of Directors that were held during the current fiscal year under review, and provided necessary counsel on a timely basis for deliberation of agenda items and other topics at such meetings.
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Director
Takashi Matsuoka |
He attended all 12 meetings of the Board of Directors that were held during the current fiscal year under review, and provided necessary counsel on a timely basis for deliberation of agenda items and other topics at such meetings.
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Audit & Supervisory Board Member
Kazuyoshi Tokimaru |
He attended all 12 meetings of the Board of Directors and all 14 meetings of the Audit & Supervisory Board that were held during the current fiscal year under review, and provided necessary counsel on a timely basis for deliberation of agenda items and other topics at such meetings.
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Audit & Supervisory Board Member
Hisayoshi Rikuna |
He attended all 12 meetings of the Board of Directors and all 14 meetings of the Audit & Supervisory Board that were held during the current fiscal year under review, and provided necessary counsel on a timely basis for deliberation of agenda items and other topics at such meetings.
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Audit & Supervisory Board Member
Shinichiro Shibasaki |
He attended all 12 meetings of the Board of Directors and all 14 meetings of the Audit & Supervisory Board that were held during the current fiscal year under review, and provided necessary counsel on a timely basis for deliberation of agenda items and other topics at such meetings.
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4.
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Matters relating to Independent Auditors
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(1) | Name: | KPMG AZSA LLC |
(2) | Amount of remuneration, etc. |
Amount paid
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|
Amount of remuneration, etc. of Independent Auditors for the fiscal year under review
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100 million yen
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Total amount of money and other property benefit to be paid from the Company and its subsidiaries to Independent Auditors
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207 million yen
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1. | In the audit agreement by and between the Company and the Independent Auditors, the Company does not keep accounts by each category of the amount of audit fee, etc. for auditing services under the Companies Act and under the Financial Instruments and Exchange Law. As the amount of auditing services may be difficult to classify, the Company states the total amount thereof in the amount of remuneration, etc. of Independent Auditors for the fiscal year under review. |
2. | The Audit & Supervisory Board decided to agree on the amount of remuneration, etc. of Independent Auditors after making necessary examination of whether the content of Independent Auditors’ audit plan, performance of duties and a basis for calculation of estimated remuneration, etc. are appropriate. |
(3) | Non-auditing services |
(4) | Policy regarding determination of removal or refusal of reappointment of Independent Auditors |
(5) | Audit of consolidated subsidiaries |
(1) | Structure to assure that Directors’, Executive Officers’ & Technical Officers’ and employees’ execution of duties conform to laws and regulations and Articles of Incorporation (Compliance system) |
1) | The MinebeaMitsumi Group has set up a management structure regarding compliance and established the MinebeaMitsumi Group Code of Conduct (hereafter the “Code of Conduct”), the MinebeaMitsumi Group Officer and Employee Compliance Guidelines (hereafter the “Compliance Guidelines”) and Compliance Management Rules (hereafter the “Rules”) in order to have group company Directors, Executive Officers & Technical Officers and Employees follow laws and regulations, the Company’s Articles of Incorporation and the Company Credo. |
2) | These Code of Conduct and Compliance Guidelines have set the specific guidelines and standards that have to be observed for labor, safety and health, environment protection, and ethical management. In order to enforce this, the Compliance Committee was established to control the Group’s compliance efforts in a cross-sectional manner, as well as educating officers and staff members. In the Rules, the basic policy, such as a basic policy of the compliance in our group, organization, and management rules are defined, and the various measures regarding maintenance of organization and compliance are implemented appropriately. |
3) | The MinebeaMitsumi Group will have nothing to do with anti-social forces and organizations that threaten social order or safety. It will not acquiesce to unreasonable demands, and it will work uncompromisingly in cooperation with external authorized institutions such as police and lawyers. Moreover, it is also written in the Code of Conduct and the Compliance Guidelines. |
4) | Activities of the Compliance Committee are reported to the Board of Directors regularly, or whenever necessary. |
5) | Outside directors in the Board of Directors will be appointed in order to have the check-and-balance system that assures the legality of the Directors’ execution of duties. |
(2) | Storage and management of information related to execution of duties by Directors and Executive Officers & Technical Officers (Information Storage and Management System) |
1) | The MinebeaMitsumi Group has established the MinebeaMitsumi Group Document Management Rules for maintaining documents (including electronic records) and other relevant materials. |
2) | If the documents should be kept for a certain period of time or at a certain location, the preservation period and location must follow these rules except in cases where there are specific provisions in any law. The documents are stored by a method as it can be viewed within 2 days, if there is an inspection request from a Director or Audit & Supervisory Board Member. |
(3) | Rules for risk of loss management and other structures (Risk Management Structure) |
1) | The MinebeaMitsumi Group established “MinebeaMitsumi Group Basic Regulations for Risk Management” that systematically sets up risk management. The Chief Officer of the risk management of MinebeaMitsumi Group shall be the Representative Director, President and Chief Executive Officer, and the Risk Management Committee is under his direct control. |
2) | Based on these Regulations, the individual risks will be monitored continuously by each responsive organization, and we also assume and classify specific risks in advance, and develop a quick, adequate communication and emergency structure in case of an emergency. |
3) | The Risk Management Committee will regularly review above structure, verify specific items and report the status of risk management including such verification results to the Board of Directors regularly, or whenever necessary. |
(4) | Structure to assures that the execution of duties by the Directors and Executive Officers & Technical Officers are efficiently performed (system for an Efficient Execution of Duties) |
1) | The MinebeaMitsumi Group makes rapid and highly strategic management judgments by limiting the number of Directors to 12 or less. At the same time, the Company makes significant transfer of the authority for business execution from Directors to Executive Officers by introducing an Executive Officer System to facilitate a clear distinction between management and supervisory functions and business executing functions and speed up the business execution. |
2) | The MinebeaMitsumi Group sets group-wide goals that are shared by Directors, Executive Officers & Technical Officers and employees and spreads those goals across the group. In addition, to achieve the goals, chiefs of headquarters and officers in charge of divisions and chiefs of business units determine specific objectives to be implemented by each headquarters, division or business unit and efficient methods of achieving the objectives. Their performance results are converted into verifiable data via an IT system and are regularly reviewed by the Board of Directors after being analyzed by each relevant headquarters, division and business unit. Leveraging the inherent strength of this process, enables us to sweep away obstacles to efficiency, bring everyone closer to achieving their goals, and lay a solid foundation upon which we can build a more efficient organization. |
(5) | Structures to ensure that the operations of the Company’s and its subsidiaries are adequate (Management of Group Companies) |
1) | MinebeaMitsumi’s headquarters, divisions and business units take all necessary steps to provide effective guidance on group company business operations. |
2) | Our common commitment to legal and ethical standards is reflected in the “MinebeaMitsumi Group Code of Conduct” and the “Compliance Guidelines”. |
3) | “Rules for Management of Group Companies” that are common to our group are established in order to, establish the management standards and management procedures for its group companies located domestically in Japan and overseas as well, and to facilitate business development of the corporate group consisting of the Company and the group companies, strengthen its corporate governance structure and enhance its corporate value. |
4) | In order to increase the effects of the internal control system audits for Group Companies currently done by the Audit & Supervisory Board Members, we maintain a cooperative posture toward the Audit & Supervisory Board Members. |
5) | We set numerical goals for each group company, review them regularly, and provide relevant organizations with feedback after performing a thorough performance review. |
6) | The Internal Auditing Office regularly audits the Group Companies. |
(6) | Structures to ensure that the Audits by the Audit & Supervisory Board Members are effective (Audit System matters) |
1) | Issues concerning when an Audit & Supervisory Board Member requests for an employee to assist him/her and issues concerning such employee’s independence from Directors |
(i) | When such employee is required, he/she is properly set, and we assist the audit. |
(ii) | When an employee in charge of work to assist duties of an Audit & Supervisory Board Member receives directions on the work from the Audit & Supervisory Board Member, a system that allows such employee to concentrate on following commands and orders is established. |
(iii) | The audit support by such employee is done under the Audit & Supervisory Board Member’s directions and orders. |
(iv) | The Audit & Supervisory Board’s opinion is respected on the personnel changes and personnel evaluation regarding such employee. |
2) | Structure of Directors’, Executive Officers’ & Technical Officers’ and employees’ report to the Audit & Supervisory Board Member, and other reporting structure to the Audit & Supervisory Board Member |
(i) | The Directors report the following to the Audit & Supervisory Board |
a. | Matters discussed at the Senior Executive Officers Council |
b. | Matters that might cause the Company a significant loss |
c. | Monthly business conditions that is important |
d. | Important matters regarding internal audit status and risk management |
e. | Significant violations of law or Articles of Incorporation |
f. | Status of calls to the compliance hotline and its contents |
g. | Other important matters related to compliance |
h. | Matters related to request for approval decided by Directors or Executive Officers & Technical Officers |
i. | Agreements executed by Directors or Executive Officers & Technical Officers |
j. | Matters related to litigations |
(ii) | Executive Officers & Technical Officers directly report b. or e. in the previous paragraph (i) hereof to the Audit & Supervisory Board. Also, if the employee discovers a significant fact related to b. and e. in the previous paragraph (i) hereof, he/she may directly report it to the Audit & Supervisory Board. |
(iii) | Group companies’ Directors, Audit & Supervisory Board Members or employees who execute business operations or any person who receives a report from them may report a matter concerning b. or e. of (i) above directly to the Audit & Supervisory Board. |
(iv) | Executives and employees of the Company and group companies shall not to be treated disadvantageously by reason of their reporting on each item listed above. |
3) | Other matters in order to ensure the efficiency of the Audit & Supervisory Board Member’s audit |
(i) | The Audit & Supervisory Board Member has an opportunity to interview Directors, Executive Officers & Technical Officers and important employees, as well as hold informal meetings regularly with Representative Director, President and Chief Executive Officer and the Independent Auditor respectively. |
(ii) | The Internal Auditing Office carries out the internal audit items requested by the Audit & Supervisory Board Members based on discussions with the Audit & Supervisory Board and reports those results to the Audit & Supervisory Board. |
(iii) | As a general rule, costs arising from execution of duties by Audit & Supervisory Board Members are expensed based on the annual budget planned by the Audit & Supervisory Board. When an Audit & Supervisory Board Member asks for advance payment of costs, etc. required for execution of his or her duties by necessity, the costs or obligations are processed promptly. |
(1) | Compliance system |
(2) | Information storage and management system |
(3) | Risk management structure |
(4) | System for an efficient execution of duties |
(5) | Management of group companies |
(6) | Audit system matters |
(1) | Contents of Basic Policy |
(2) | Special measures for realization of Basic Policy |
(3) | Measures to prevent control over decisions on the Company’s financial and business policies by persons deemed as inappropriate under the Basic Policy |
1) | Purpose of the Plan |
2) | Outline of the Plan |
(i) | A purchase or other acquisition that would result in the holding ratio of share certificates, etc. of a holder totaling at least 20% of the share certificates, etc. issued by the Company; or |
(ii) | A tender offer that would result in the party conducting the tender offer’s ownership ratio of share certificates, etc. and the ownership ratio of share certificates, etc. of a person having a special relationship totaling at least 20% of the share certificates, etc. issued by the Company. |
(4) | Decisions and reasoning by the Company’s Board of Directors regarding above measures |
(Unit: millions of yen)
|
||||
Assets
|
||||
Item
|
Amount
|
|||
Current assets
|
405,574
|
|||
Cash and deposits
|
93,125
|
|||
Notes and accounts receivable
|
171,190
|
|||
Marketable securities
|
1,840
|
|||
Finished goods
|
33,394
|
|||
Work in process
|
32,961
|
|||
Raw materials
|
36,166
|
|||
Supplies
|
7,566
|
|||
Goods in transit
|
10,351
|
|||
Deferred tax assets
|
5,846
|
|||
Other
|
13,783
|
|||
Allowance for doubtful receivables
|
(654
|
)
|
||
Fixed assets
|
237,426
|
|||
Tangible fixed assets
|
199,584
|
|||
Buildings and structures
|
157,284
|
|||
Machinery and transportation equipment
|
326,758
|
|||
Tools, furniture and fixtures
|
55,670
|
|||
Land
|
34,296
|
|||
Leased assets
|
261
|
|||
Construction in progress
|
7,314
|
|||
Accumulated depreciation
|
(382,003
|
)
|
||
Intangible assets
|
13,403
|
|||
Goodwill
|
4,714
|
|||
Other
|
8,689
|
|||
Investments and other assets
|
24,438
|
|||
Investment securities
|
8,970
|
|||
Long-term loans receivable
|
300
|
|||
Deferred tax assets
|
9,249
|
|||
Other
|
6,340
|
|||
Allowance for doubtful receivables
|
(421
|
)
|
||
Deferred asset
|
311
|
|||
Total assets
|
643,312
|
(Unit: millions of yen)
|
||||
Liabilities
|
||||
Item
|
Amount
|
|||
Current liabilities
|
200,128
|
|||
Notes and accounts payable
|
86,570
|
|||
Short-term debt
|
49,660
|
|||
Current portion of long-term debt
|
17,916
|
|||
Lease obligations
|
69
|
|||
Asset retirement obligations
|
2
|
|||
Accrued income taxes
|
4,621
|
|||
Accrued bonuses
|
7,879
|
|||
Accrued bonuses for directors
|
180
|
|||
Provision for after-care of products
|
34
|
|||
Provision for environmental remediation expenses
|
407
|
|||
Provision for business restructuring losses
|
80
|
|||
Other
|
32,706
|
|||
Long-term liabilities
|
116,965
|
|||
Bonds
|
15,000
|
|||
Convertible bond-type bonds with subscription rights to shares
|
20,501
|
|||
Long-term debt
|
60,933
|
|||
Lease obligations
|
84
|
|||
Asset retirement obligations
|
52
|
|||
Provision for retirement benefits for executive officers
|
175
|
|||
Provision for environmental remediation expenses
|
364
|
|||
Net defined benefit liability
|
15,683
|
|||
Other
|
4,169
|
|||
Total liabilities
|
317,093
|
|||
Net assets
|
||||
Shareholders’ equity
|
371,043
|
|||
Common stock
|
68,258
|
|||
Capital surplus
|
144,218
|
|||
Retained earnings
|
159,910
|
|||
Treasury stock
|
(1,345
|
)
|
||
Accumulated other comprehensive income
|
(49,678
|
)
|
||
Difference on revaluation of available-for-sale securities
|
1,233
|
|||
Deferred gains or losses on hedges
|
1,031
|
|||
Foreign currency translation adjustments
|
(50,290
|
)
|
||
Remeasurements of defined benefit plans
|
(1,653
|
)
|
||
Subscription rights to shares
|
30
|
|||
Non-controlling interests
|
4,823
|
|||
Total net assets
|
326,218
|
|||
Total liabilities and net assets
|
643,312
|
Item
|
Amount
|
|||||||
Net sales
|
638,926
|
|||||||
Cost of sales
|
513,077
|
|||||||
Gross profit
|
125,849
|
|||||||
Selling, general and administrative expenses
|
76,833
|
|||||||
Operating income
|
49,015
|
|||||||
Other income
|
||||||||
Interest income
|
492
|
|||||||
Dividends income
|
172
|
|||||||
Rent income of fixed assets
|
294
|
|||||||
Dividends from insurance
|
199
|
|||||||
Other
|
704
|
1,864
|
||||||
Other expenses
|
||||||||
Interest expenses
|
878
|
|||||||
Foreign exchange losses
|
140
|
|||||||
Share of loss of entities accounted for using equity method
|
50
|
|||||||
Other
|
1,416
|
2,486
|
||||||
Ordinary income
|
48,393
|
|||||||
Extraordinary gain
|
||||||||
Gain on sales of fixed assets
|
211
|
|||||||
Gain on sales of affiliates
|
275
|
|||||||
Gain on bargain purchase
|
14,619
|
|||||||
Gain on reversal of subscription rights to shares
|
42
|
15,149
|
||||||
Extraordinary loss
|
||||||||
Loss on sales of fixed assets
|
167
|
|||||||
Loss on disposal of fixed assets
|
1,926
|
|||||||
Impairment loss
|
3,921
|
|||||||
Loss on liquidation of affiliates
|
1,270
|
|||||||
Loss on sales of affiliates
|
2
|
|||||||
Business restructuring losses
|
9
|
|||||||
Loss for after-care of products
|
12
|
|||||||
Settlement loss
|
1,096
|
|||||||
Provision for environmental remediation expenses
|
467
|
|||||||
Loss on bonds redemption
|
6,196
|
15,069
|
||||||
Income before income taxes
|
48,473
|
|||||||
Income taxes (including enterprise tax)
|
8,421
|
|||||||
Income taxes for prior periods
|
1,350
|
|||||||
Adjustment of income taxes
|
(2,798
|
)
|
6,972
|
|||||
Net income
|
41,500
|
|||||||
Income attributable to non-controlling interests
|
354
|
|||||||
Income attributable to owners of the parent
|
41,146
|
Shareholders’ equity
|
||||||||||||||||||||
Common stock
|
Capital surplus
|
Retained earnings
|
Treasury stock
|
Total shareholders’ equity
|
||||||||||||||||
Balance at beginning of current fiscal year
|
68,258
|
95,772
|
125,133
|
(9,249
|
)
|
279,914
|
||||||||||||||
Changes
|
||||||||||||||||||||
Cash dividend from retained earnings
|
(6,368
|
)
|
(6,368
|
)
|
||||||||||||||||
Income attributable to owners of the parent
|
41,146
|
41,146
|
||||||||||||||||||
Purchase of treasury stocks
|
(14
|
)
|
(14
|
)
|
||||||||||||||||
Disposal of treasury stocks
|
617
|
333
|
950
|
|||||||||||||||||
Capital increase of consolidated subsidiaries
|
(48
|
)
|
(48
|
)
|
||||||||||||||||
Change in ownership interest of parent due to transactions with non-controlling interests
|
436
|
436
|
||||||||||||||||||
Changes share exchanges
|
47,418
|
7,585
|
55,004
|
|||||||||||||||||
Exercise of subscription rights to shares
|
23
|
23
|
||||||||||||||||||
Change (net) in non-shareholder’s equity items
|
||||||||||||||||||||
Total changes
|
–
|
48,446
|
34,777
|
7,904
|
91,128
|
|||||||||||||||
Balance at end of current fiscal year
|
68,258
|
144,218
|
159,910
|
(1,345
|
)
|
371,043
|
Accumulated other comprehensive income
|
||||||||
Difference on revaluation of available for-sale securities
|
Deferred gains or losses on hedges
|
Foreign currency translation adjustments
|
Remeasurements of defined benefit plans
|
Total accumulated other comprehensive income
|
Subscription rights to shares
|
Non-controlling interests
|
Total net assets
|
|
Balance at beginning of current fiscal year
|
588
|
283
|
(47,390)
|
(2,611)
|
(49,129)
|
130
|
7,058
|
237,973
|
Changes
|
||||||||
Cash dividend from retained earnings
|
(6,368)
|
|||||||
Income attributable to owners of the parent
|
41,146
|
|||||||
Purchase of treasury stocks
|
(14)
|
|||||||
Disposal of treasury stocks
|
950
|
|||||||
Capital increase of consolidated subsidiaries
|
(48)
|
|||||||
Change in ownership interest of parent due to transactions with non-controlling interests
|
436
|
|||||||
Changes share exchanges
|
55,004
|
|||||||
Exercise of subscription rights to shares
|
23
|
|||||||
Change (net) in non-shareholder’s equity items
|
644
|
748
|
(2,899)
|
957
|
(548)
|
(99)
|
(2,234)
|
(2,883)
|
Total changes
|
644
|
748
|
(2,899)
|
957
|
(548)
|
(99)
|
(2,234)
|
88,245
|
Balance at end of current fiscal year
|
1,233
|
1,031
|
(50,290)
|
(1,653)
|
(49,678)
|
30
|
4,823
|
326,218
|
1. | Scope of consolidation |
(1) | Consolidated subsidiaries |
(2) | Non-consolidated subsidiaries |
2. | Application of the equity method |
(1) | Affiliated companies under the equity method |
(2) | Non-consolidated subsidiaries not accounted for by the equity method |
3. |
Changes in the scope of consolidation and application of equity method
|
(1) |
Changes in scope of consolidation
|
MINEBEA SLOVAKIA S.R.O. |
Slovak company
|
A à Z Pesage S.A.S. |
French company
|
Langiaux Pesage Industrie S.A.R.L. |
French company
|
A à Z Pesage Tardivel S.A.R.L. |
French company
|
Metrologia S.A.R.L. |
French company
|
Centre Pesage S.A.S. |
French company
|
MITSUMI ELECTRIC CO., LTD. |
Japanese company
|
MITSUMI CO., LTD. |
Hong Kong company
|
CEBU MITSUMI, INC. |
Philippine company
|
ZHUHAI MITSUMI ELECTRIC CO., LTD. |
Chinese company
|
TIANJIN MITSUMI ELECTRIC CO., LTD. |
Chinese company
|
QINGDAO MITSUMI ELECTRONICS CO., LTD. |
Chinese company
|
MITSUMI ELECTRONICS EUROPE GmbH |
German company
|
MITSUMI ELECTRONICS CORPORATION |
U.S. company
|
DONGGUAN DONGMA ELECTRONICS CO., LTD. |
Chinese company
|
MIK Smart Lighting Network Corporation |
Japanese company
|
LIMITED |
Thai company
|
SHANGHAI SHUN DING TECHNOLOGIES LTD. |
Chinese company
|
MOATECH HONGKONG LIMITED |
Hong Kong company
|
(2) | Change in scope for equity method |
4. | Fiscal years, etc. of consolidated subsidiaries |
5. | Accounting policies |
(1) | Valuation basis and method of significant assets |
(i) | Securities |
(ii) | Derivatives |
(iii) | Inventories |
(2) | Method of significant depreciation |
(i) | Tangible fixed assets (excluding leased assets) |
Buildings and structures |
5 to 50 years
|
Machinery and transportation equipment |
2 to 15 years
|
Tools, furniture and fixtures |
2 to 20 years
|
(ii) | Intangible assets (excluding leased assets) |
(iii) | Leased assets |
(3) | Significant allowances |
(i) | Allowance for doubtful receivables |
(ii) | Accrued bonuses |
(iii) | Accrued bonuses for directors |
(iv) | Provision for retirement benefits for executive officers |
(v) | Provision for after-care of products |
(vi) | Provision for environmental remediation expenses |
(vii) | Provision for business restructuring losses |
(4) | Translation of foreign currency assets and liabilities in financial statements of the Company and consolidated subsidiaries |
(5) | Accounting method of significant hedge transactions |
(i) | Method of hedge accounting |
(ii) | Hedging vehicles and hedged items |
(iii) | Hedge policy |
(iv) | Method of assessing hedge effectiveness |
(6) | Method and period of amortization of goodwill |
(7) | Others |
(i) | Amortization of deferred asset |
(ii) | Recognition criteria of net defined benefit liability |
(a) | Method of attributing expected retirement benefits to periods |
(b) | Method of recognizing actuarial gains and losses and past service costs in profit or loss |
(c) | Method of amortizing unrecognized actuarial gains and losses and unrecognized past service costs |
(iii) | Accounting method of consumption taxes |
6. | Change in accounting policy which is difficult to distinguish from the change in accounting estimates |
7. | Change of Presentation |
8. | Additional information |
(1) | Outline of the transactions |
(2) | Since the said trust agreement was concluded before the first applicable fiscal year of the adoption of the “Practical Solution on Transactions of Delivering the Company’s Own Stock to Employees etc. through Trusts” (ASBJ PITF No. 30 dated as of December 25, 2013 and revised as of March 26, 2015), the transaction has been accounted for with the accounting method that had been adopted. |
(3) | The items relating to the Company shares owned by the Trust |
1. | Book value of the Company shares owned by the Trust |
2. | The Company shares owned by the Trust are accounted for as treasury stock. |
3. | Number of the Company shares owned by the Trust at the end of each fiscal year and the average number of shares owned by the Trust |
4. | The number of the Company shares mentioned in part 3. was included in the treasury stock to be deducted in terms of calculating relevant per share indicators. |
(1) | Assets pledged as collateral and collateralized obligations |
(i) | Assets pledged as collateral |
Buildings and structures
|
661 million yen
|
(ii) | Collateralized obligations |
Long-term debt
|
715 million yen
|
(2) | Marketable securities and Investment securities |
(3) | Lawsuit |
(1) | Gain on bargain purchase |
(2) | Loss on liquidation of affiliates |
(3) | Loss on bonds redemption |
(1) | Matters relating to class and total number of issued shares and class and total number of treasury shares |
Class of shares
|
Shares at beginning of current FY (shares)
|
Increased shares in current FY (shares)
|
Decreased shares in current FY (shares)
|
Shares at end of current FY (shares)
|
Issued shares
|
||||
Common Stock (Notes)
|
399,167,695
|
27,912,911
|
–
|
427,080,606
|
Total
|
399,167,695
|
27,912,911
|
–
|
427,080,606
|
Treasury Stock
|
||||
Common Stock (Notes)
|
24,775,093
|
11,162
|
21,027,660
|
3,758,595
|
Total
|
24,775,093
|
11,162
|
21,027,660
|
3,758,595
|
1. | The increase of 27,912,911 in the number of issued shares of common stock was the result of the issuance of new shares for the share exchange with MITSUMI ELECTRIC CO., LTD. |
2. | The increase of 11,162 shares in the number of treasury shares of common stock reflects the increase from the purchase of fractional shares. |
3. | The decrease of 21,027,660 shares in the number of treasury shares of common stock reflects the decrease of 20,000,000 shares from the business integration with MITSUMI ELECTRIC CO., LTD., the decrease of 1,001,000 shares from the disposal of treasury stock by the Employee Stock Holding Partnership Exclusive Trust Account, the decrease of 26,000 shares from exercise of stock options and the decrease of 660 shares from the Additional Purchase of fractional shares. |
4. | The number of treasury shares of common stock includes our shares owned by the Employee Stock Holding Partnership Exclusive Trust Account (3,754,000 shares at the beginning of the current fiscal year and 2,753,000 shares at the end of the current fiscal year). |
(2) | Matters relating to dividends from surplus |
(i) | Amount of dividends paid |
Total amount of dividends:
|
3,743 million yen
|
|
Dividend per share:
|
10.00 yen
|
|
Record date:
|
March 31, 2016
|
|
Effective date:
|
June 30, 2016
|
Note: |
Total dividend does not include 37 million yen of dividends to the Employee Stock Holding Partnership Exclusive Trust Account. This represents that the Company recognizes the shares of consolidated companies owned by the Trust Account as treasury stock.
|
Total amount of dividends:
|
2,624 million yen
|
|
Dividend per share:
|
7.00 yen
|
|
Record date:
|
September 30, 2016
|
|
Effective date:
|
December 5, 2016
|
Note: |
Total dividend does not include 22 million yen of dividends to the Employee Stock Holding Partnership Exclusive Trust Account. This represents that the Company recognizes the shares of consolidated companies owned by the Trust Account as treasury stock.
|
(ii) |
Dividends with a record date that falls within the current fiscal period but an effective date in the following period
|
Total amount of dividends:
|
2,963 million yen
|
|
Dividend per share:
|
7.00 yen
|
|
Record date:
|
March 31, 2017
|
|
Effective date:
|
June 30, 2017
|
Note: |
Total dividend does not include 19 million yen of dividends to the Employee Stock Holding Partnership Exclusive Trust Account. This represents that the Company recognizes the shares of consolidated companies owned by the Trust Account as treasury stock.
|
(3) | Matters related to subscription rights to shares at the end of the current fiscal year |
(i) | Filing company (parent company) |
Series I
subscription rights to shares |
Series II
subscription rights to shares |
Series III
subscription rights to shares |
|
Class of shares underlying subscription rights to shares
|
Shares of common stock
|
Shares of common stock
|
Shares of common stock
|
Number of shares underlying subscription rights to shares
|
15,000 shares
|
25,000 shares
|
15,000 shares
|
Outstanding balances of subscription rights to shares
|
3 million yen
|
9 million yen
|
17 million yen
|
(1) | Matters relating to Financial Instruments |
(i) | Policy on handling of financial instruments |
(ii) | Contents of financial instruments and associated risks |
(iii) | Risk management system relating to financial instruments |
(a) | Management of credit risk (risk associated with breach of contract, etc. by customer) |
(b) | Management of market risk (FX and interest rate fluctuation risks) |
(c) | Liquidity risk associated with funds procurement (risk of failure to pay on due date) |
(iv) | Supplementary explanation on matters relating to the market value of financial instruments, etc. |
(2) | Matters relating to the Market Value of Financial Instruments, etc. |
Amount on consolidated balance sheet
(millions of yen) |
Market value
(millions of yen) |
Variance
(millions of yen) |
||
(i) |
Cash and deposits
|
93,125
|
93,125
|
–
|
(ii) |
Notes and accounts receivable
|
171,190
|
171,190
|
–
|
(iii) |
Marketable and investment securities
|
8,744
|
8,744
|
–
|
(iv) |
Long-term loans receivable
|
300
|
295
|
(4)
|
Total assets
|
273,361
|
273,356
|
(4)
|
|
(v) |
Notes and accounts payable
|
86,570
|
86,570
|
–
|
(vi) |
Short-term debt
|
49,660
|
49,660
|
–
|
(vii) |
Current portion of long-term debt
|
17,916
|
18,011
|
95
|
(viii) |
Bonds
|
15,000
|
14,994
|
(5)
|
(ix) |
Convertible bond-type bonds with subscription rights to shares
|
20,501
|
21,900
|
1,398
|
(x) |
Long-term debt
|
60,933
|
60,998
|
65
|
Total liabilities
|
250,582
|
252,136
|
1,554
|
|
Derivative transactions (*1)
|
1,627
|
1,627
|
–
|
1. | Matters relating to computation method for market value of financial instruments and to securities and derivative transactions |
(i) | Cash and deposits, (ii) Notes and accounts receivable |
(iii) | Marketable and investment securities |
(iv) | Long-term loans receivable |
(v) | Notes and accounts payable, (vi) Short-term debt |
(vii) | Current portion of long-term debt, (x) Long-term debt |
2. | Financial instruments for which identification of market value is extremely difficult |
Item
|
Amount on consolidated balance sheet
(millions of yen) |
Unlisted stock
|
1,519
|
Investments in capital of unlisted company
|
6
|
Investments in subsidiaries
|
455
|
Investments in capital of subsidiaries
|
84
|
3. | Expected redemption amount of monetary receivables and securities with maturity arriving after the consolidated account closing date |
Within 1 year (millions of yen)
|
Over 1 year to 5 years
(millions of yen) |
Over 5 years to 10 years
(millions of yen) |
Over 10 years (millions of yen)
|
|
Cash and deposits
|
93,125
|
–
|
–
|
–
|
Notes and accounts receivable
|
171,190
|
–
|
–
|
–
|
Marketable and investment securities of which securities with maturity
|
1,840
|
2,577
|
–
|
–
|
Long-term loans receivable
|
–
|
281
|
19
|
–
|
Total
|
266,157
|
2,858
|
19
|
–
|
4. | Expected amount of redemption and repayment of monetary payables due after the consolidated account closing date |
Within 1 year (millions of yen)
|
Over 1 year to 5 years
(millions of yen) |
Over 5 years to 10 years
(millions of yen) |
Over 10 years (millions of yen)
|
|
Notes and accounts payable
|
86,570
|
–
|
–
|
–
|
Short-term debt
|
49,660
|
–
|
–
|
–
|
Bonds
|
–
|
–
|
15,000
|
–
|
Convertible bond-type bonds with subscription rights to shares
|
–
|
–
|
20,000
|
–
|
Long-term debt
|
17,916
|
25,931
|
35,001
|
–
|
Total
|
154,147
|
25,931
|
70,001
|
–
|
(1) | Net assets per share 759.15 yen |
(2) | Net income per share 107.33 yen |
Use
|
Impairment loss
|
||
Location
|
Class
|
Amount
|
|
Lighting device business
|
Buildings and structures
|
3,241
|
|
(Thailand)
|
Total
|
3,241
|
|
Business
|
Lighting device business
|
Machinery and transportation equipment
|
548
|
assets
|
(Suzhou, China)
|
Tools, furniture and fixtures
|
56
|
Small-sized motor business
|
Total
|
604
|
|
(Philippines, etc.)
|
Machinery and transportation equipment
|
75
|
|
Total
|
75
|
||
Total
|
3,921
|
1. | Outline of the business combination |
(1) | Name of the acquired company and its business activities |
(2) | Major reasons for the business combination |
1. | Growth and evolution of business portfolio |
2. | Enhancement of cost competitiveness and capacity to generate cash flow by optimizing manufacturing structure and bases |
3. | Enhancement of development capabilities and provision of solutions |
(3) | Effective date of the business combination |
(4) | Legal form of business combination |
(5) | Name of the company subsequent to the business combination |
(6) | Percentage of voting rights acquired |
Percentage of voting rights immediately before the stock acquisition
|
-%
|
Percentage of voting rights to be acquired on the effective date of the business combination
|
100.0%
|
Percentage of voting rights subsequent to the stock acquisition
|
100.0%
|
(7)
|
Major reasons for consummating this acquisition
|
2. | Period of business performances of the acquired company to be included in the consolidated financial statements |
3. | Matters relating to the calculation of the acquisition cost, etc. |
(1) | Acquisition cost of the acquired company and breakdown by type of consideration |
Consideration for the acquisition
|
Common shares
|
22,960
|
million yen
|
(appropriation of treasury shares)
|
|||
|
Common shares
|
||
(issuance of new shares)
|
32,044
|
||
Succession of convertible bonds
|
20,517
|
||
Loans of funds
|
(20,000)
|
||
Acquisition cost
|
55,521
|
(2) | Details of allotment in the Share Exchange |
The Company
|
MITSUMI
|
|
Share Exchange Ratio of this Share Exchange
|
1
|
0.59
|
Number of shares to be delivered through the Share Exchange
|
Number of common stock of the Company: 47,912,911 shares
|
1. | Share allotment ratio |
2. | Number of shares to be delivered through the Share Exchange |
(3) | Calculation basis for the details of share allocation of the Share Exchange |
4. | Amount of acquisition-related expenses and its details |
5. | Amount of bargain purchase and the source of transaction |
(1) | Amount of bargain purchase |
(2) | The source of the transaction |
6. | Amount of assets and liabilities received at the effective date of business combination and its details |
Current assets
|
142,381
|
million yen
|
Fixed assets
|
33,803
|
|
Total assets
|
176,184
|
|
Current liabilities
|
101,250
|
|
Long-term liabilities
|
4,099
|
|
Total liabilities
|
105,350
|
7. | Assuming that the business combination has been completed at the beginning date of the current consolidated fiscal year, approximate estimates of impacts of such business combination on the consolidated financial statements and the method for calculating such amounts |
Total sales
|
137,625
|
million yen
|
|
Operating Income
|
(12,872)
|
*1.
|
|
Ordinary Income
|
(14,644)
|
||
Income before income taxes
|
(33,568)
|
*2.
|
|
Income attributable to owners of the parent
|
(30,299)
|
(Unit: millions of yen) | ||||
Assets
|
||||
Item
|
Amount
|
|||
Current assets
|
163,724
|
|||
Cash and deposits
|
14,976
|
|||
Notes receivable
|
3,634
|
|||
Accounts receivable
|
80,121
|
|||
Purchased goods
|
3,683
|
|||
Finished goods
|
1,322
|
|||
Work in process
|
6,567
|
|||
Raw materials
|
1,801
|
|||
Supplies
|
124
|
|||
Goods in transit
|
1,278
|
|||
Advances to vendor
|
271
|
|||
Prepaid expenses
|
772
|
|||
Short-term loans receivable from affiliates
|
43,170
|
|||
Accounts receivable - other
|
2,516
|
|||
Temporary advance
|
36
|
|||
Deferred tax assets
|
2,689
|
|||
Other
|
758
|
|||
Fixed assets
|
318,578
|
|||
Tangible fixed assets
|
40,491
|
|||
Buildings
|
16,457
|
|||
Structures
|
989
|
|||
Machinery and equipment
|
4,654
|
|||
Vehicles
|
14
|
|||
Tools, furniture and fixtures
|
2,316
|
|||
Land
|
14,792
|
|||
Leased assets
|
50
|
|||
Construction in progress
|
1,215
|
|||
Intangible assets
|
3,945
|
|||
Goodwill
|
126
|
|||
Patents
|
154
|
|||
Design right
|
31
|
|||
Leasehold rights
|
35
|
|||
Software
|
3,566
|
|||
Other
|
30
|
|||
Investments and other assets
|
274,141
|
|||
Investment securities
|
5,633
|
|||
Investments securities in subsidiaries and affiliates
|
221,812
|
|||
Investments in capital
|
0
|
|||
Investments in capital with subsidiaries and affiliates
|
45,000
|
|||
Long-term loans receivable from subsidiaries and affiliates
|
172
|
|||
Long-term prepaid expenses
|
143
|
|||
Deferred tax assets
|
1,048
|
|||
Other
|
529
|
|||
Allowance for doubtful receivables
|
(198
|
)
|
||
Deferred asset
|
311
|
|||
Bond issuance expenses
|
311
|
|||
Total assets
|
482,615
|
Liabilities
|
||||
Item
|
Amount
|
|||
Current liabilities
|
139,314
|
|||
Accounts payable
|
68,851
|
|||
Short-term debt
|
44,500
|
|||
Current portion of long-term debt
|
14,600
|
|||
Lease obligations
|
30
|
|||
Accounts payable - other
|
3,682
|
|||
Accrued expenses
|
1,632
|
|||
Accrued income taxes
|
547
|
|||
Advances received
|
3
|
|||
Deposits received
|
970
|
|||
Deferred income
|
0
|
|||
Accrued bonuses
|
4,234
|
|||
Allowance for bonuses to directors
|
180
|
|||
Allowance for after-care of products
|
34
|
|||
Other
|
46
|
|||
Long-term liabilities
|
97,373
|
|||
Bonds
|
15,000
|
|||
Convertible bond-type bonds with subscription rights to shares
|
20,501
|
|||
Long-term debt
|
59,950
|
|||
Lease obligations
|
23
|
|||
Allowance for retirement benefits
|
1,310
|
|||
Provision for retirement benefits for executive officers
|
165
|
|||
Other
|
423
|
|||
Total liabilities
|
236,687
|
|||
Net assets
|
||||
Shareholders’ equity
|
244,666
|
|||
Common stock
|
68,258
|
|||
Capital surplus
|
143,807
|
|||
Capital reserve
|
126,800
|
|||
Other
|
17,007
|
|||
Retained earnings
|
33,945
|
|||
Earned surplus
|
2,085
|
|||
Other
|
31,860
|
|||
Reserve for reduction entry
|
2,188
|
|||
Reserve for general purpose
|
6,500
|
|||
Retained earnings carried forward
|
23,171
|
|||
Treasury stock
|
(1,345
|
)
|
||
Revaluation / Translation differences
|
1,230
|
|||
Difference on revaluation of available-for-sale securities
|
1,230
|
|||
Deferred gains or losses on hedges
|
0
|
|||
Subscription rights to shares
|
30
|
|||
Total net assets
|
245,927
|
|||
Total liabilities and net assets
|
482,615
|
Item
|
Amount
|
||
Net sales
|
452,506
|
||
Cost of sales
|
420,652
|
||
Gross profit
|
31,853
|
||
Selling, general and administrative expenses
|
29,597
|
||
Operating income
|
2,256
|
||
Other income
|
|||
Interest income
|
298
|
||
Dividends income
|
9,297
|
||
Rent income of fixed assets
|
266
|
||
Dividends income of insurance
|
198
|
||
Other
|
56
|
10,117
|
|
Other expenses
|
|||
Interest expenses
|
513
|
||
Interest on bonds
|
52
|
||
Foreign currency exchange losses
|
270
|
||
Provision of allowance for doubtful accounts
|
198
|
||
Other
|
254
|
1,289
|
|
Ordinary income
|
11,084
|
||
Extraordinary income
|
|||
Gain on sales of fixed assets
|
40
|
||
Gain on sales of subsidiaries and affiliates’ stocks
|
102
|
143
|
|
Extraordinary loss
|
|||
Loss on sales of fixed assets
|
152
|
||
Loss on disposal of fixed assets
|
606
|
||
Loss on valuation of investments in capital with subsidiaries and affiliates
|
759
|
||
Loss on liquidation of affiliates
|
689
|
||
Loss for after-care of products
|
12
|
||
Settlement loss
|
1,096
|
||
Loss on bonds redemption
|
6,196
|
9,513
|
|
Income before income taxes
|
1,714
|
||
Income taxes (including enterprise tax)
|
359
|
||
Adjustment of income taxes
|
(1,845)
|
(1,485)
|
|
Net income
|
3,199
|
Shareholders’ equity
|
|||||||||
Capital surplus
|
Retained earnings
|
||||||||
Other
|
|||||||||
Common stock
|
Capital reserve
|
Other
|
Total capital surplus
|
Earned surplus
|
Reserve for reduction entry
|
Reserve for general purpose
|
Retained earnings carried forward
|
Total retained earnings
|
|
Balance at beginning of current fiscal year
|
68,258
|
94,756
|
1,015
|
95,772
|
2,085
|
2,188
|
6,500
|
26,340
|
37,114
|
Changes
|
|||||||||
Cash dividend from retained earnings
|
(6,368)
|
(6,368)
|
|||||||
Net income
|
3,199
|
3,199
|
|||||||
Purchase of treasury stocks
|
|||||||||
Disposal of treasury stocks
|
617
|
617
|
|||||||
Changes share exchanges
|
32,044
|
15,374
|
47,418
|
||||||
Changes (net) in non-shareholders’ equity items
|
|||||||||
Total changes
|
–
|
32,044
|
15,991
|
48,035
|
–
|
–
|
–
|
(3,169)
|
(3,169)
|
Balance at end of current fiscal year
|
68,258
|
126,800
|
17,007
|
143,807
|
2,085
|
2,188
|
6,500
|
23,171
|
33,945
|
Shareholders’ equity
|
Revaluation / Translation differences
|
||||||
Treasury stock
|
Total shareholders’ equity
|
Difference on revaluation of available-for-sale securities
|
Deferred gains or losses on hedges
|
Total revaluation / translation differences
|
Subscription rights to shares
|
Total net assets
|
|
Balance at beginning of current fiscal year
|
(9,249)
|
191,895
|
599
|
0
|
599
|
43
|
192,539
|
Changes
|
|||||||
Cash dividend from retained earnings
|
(6,368)
|
(6,368)
|
|||||
Net income
|
3,199
|
3,199
|
|||||
Purchase of treasury stocks
|
(14)
|
(14)
|
(14)
|
||||
Disposal of treasury stocks
|
333
|
950
|
950
|
||||
Changes share exchanges
|
7,585
|
55,004
|
55,004
|
||||
Changes (net) in non-shareholders’ equity items
|
631
|
(0)
|
630
|
(13)
|
617
|
||
Total changes
|
7,904
|
52,770
|
631
|
(0)
|
630
|
(13)
|
53,388
|
Balance at end of current fiscal year
|
(1,345)
|
244,666
|
1,230
|
0
|
1,230
|
30
|
245,927
|
(1) | Standards and method of valuation of assets |
Purchased goods: | Stated at cost determined by the moving average method (the balance sheet amounts of the inventories are calculated at the lowered book values reflecting potential decline in profitability). |
Finished goods: | Stated at cost determined by the moving average method (the balance sheet amounts of the inventories are calculated at the lowered book values reflecting potential decline in profitability). |
Work in process: | Stated at cost determined by the moving average method for bearings, fasteners, and motors (the balance sheet amounts of the inventories are calculated at the lowered book values reflecting potential decline in profitability). |
Raw materials: | Stated at cost determined by the moving average method (the balance sheet amounts of the inventories are calculated at the lowered book values reflecting potential decline in profitability). |
Supplies: | Stated at cost determined by the moving average method (the balance sheet amounts of the inventories are calculated at the lowered book values reflecting potential decline in profitability). |
(2) | Depreciation |
Buildings and structures
|
5 to 50 years
|
Machinery and equipment
|
2 to 15 years
|
Tools, furniture and fixtures
|
2 to 20 years
|
(3) | Translation of foreign currency assets and liabilities |
(4) | Allowances |
(i) | Method of attributing expected retirement benefits to periods |
(ii) | Method of recognizing actuarial gains and losses and past service costs in profit or loss |
(5) | Accounting method of hedge transactions |
(i) | Method of hedge accounting |
(ii) | Hedging vehicles and hedged items |
(iii) | Hedge policy |
(iv) | Method of assessing hedge effectiveness |
(6) | Others |
(i) | Amortization of deferred asset |
(ii) | Accounting method for retirement benefits |
(iii) | Accounting method of consumption taxes |
(7) | Change in accounting policy which is difficult to distinguish from the change in accounting estimates |
(8) | Change of presentation |
(9) | Additional information |
(i) | Outline of the transactions |
(ii) | Since the said trust agreement was concluded before the first applicable fiscal year of the adoption of the “Practical Solution on Transactions of Delivering the Company’s Own Stock to Employees etc. through Trusts” (ASBJ PITF No. 30 dated as of December 25, 2013 and revised as of March 26, 2015), the transaction has been accounted for with the accounting method that had been adopted. |
(iii) | The items relating to the Company shares owned by the Trust |
1. | Book value of the Company shares owned by the Trust |
2. | The Company shares owned by the Trust are accounted for as treasury stock. |
3. | Number of the Company shares owned by the Trust at the end of each fiscal year and the average number of shares owned by the Trust |
4. | The number of the Company shares mentioned in part 3. was included in the treasury stock to be deducted in terms of calculating relevant per share indicators. |
(1) | Accumulated depreciation of property, plant and equipment: | 58,149 million yen |
(2) | Contingent liabilities |
Guarantee
|
Amount (millions of yen)
|
Minebea Intec GmbH
|
4,065
|
MINEBEA (CAMBODIA) Co., Ltd.
|
3,365
|
MINEBEA (HONG KONG) LIMITED
|
729
|
NMB-Minebea Thai Ltd.
|
719
|
Precision Motors Deutsche Minebea GmbH
|
658
|
Other 3 companies
|
300
|
Total
|
9,840
|
(3) |
Monetary receivables from and monetary payables to subsidiaries and affiliates:
|
Short-term receivables |
62,551 million yen
|
Short-term payables |
57,331
|
(1) |
Transaction with subsidiaries and affiliates:
|
Sales: |
381,804 million yen
|
Purchase: |
346,779
|
Amount of other operational transactions: |
5,297
|
Amount of non-operating transactions: |
9,657
|
(2) | Loss on valuation of investments in capital with subsidiaries and affiliates |
(3) | Loss on liquidation of affiliates |
(4) | Loss on bonds redemption |
Class of shares
|
Shares at beginning of current FY (shares)
|
Increased shares in current FY (shares)
|
Decreased shares in current FY (shares)
|
Shares at end of current FY (shares)
|
Common stock (Notes)
|
24,775,093
|
11,162
|
21,027,660
|
3,758,595
|
1. | The increase of 11,162 shares in the number of treasury shares of common stock reflects the increase from the purchase of fractional shares. |
2. | The decrease of 21,027,660 shares in the number of treasury shares of common stock reflects the decrease of 20,000,000 shares from the business integration with MITSUMI ELECTRIC CO., LTD., the decrease of 1,001,000 shares from the disposal of treasury stock by the Employee Stock Holding Partnership Exclusive Trust Account, the decrease of 26,000 shares from exercise of stock options and the decrease of 660 shares from the Additional Purchase of fractional shares. |
3. | The number of treasury shares of common stock includes our shares owned by the Employee Stock Holding Partnership Exclusive Trust Account (3,754,000 shares at the beginning of the current fiscal year and 2,753,000 shares at the end of the current fiscal year). |
(1) | Major reasons for the accrual of deferred tax assets and deferred tax liabilities: |
(Deferred tax assets)
|
||
Excess of allowed limit chargeable to depreciation
|
426 million yen
|
|
Impairment loss
|
75
|
|
Loss on valuation of investment securities
|
517
|
|
Loss on valuation of investments in securities with subsidiaries and affiliates
|
5,067
|
|
Excess of allowed limit chargeable to accrued bonuses
|
1,306
|
|
Accrued social security premiums
|
198
|
|
Accrued enterprise taxes
|
15
|
|
Allowance for retirement benefits
|
398
|
|
Retirement bonuses for directors
|
29
|
|
Intangible assets related to taxes
|
587
|
|
Settlement loss
|
338
|
|
Loss carry-forward
|
1,418
|
|
Others
|
373
|
|
Sub-total
|
10,752
|
|
Valuation allowance
|
(5,782)
|
|
Total deferred tax assets
|
4,969
|
|
(Deferred tax liabilities)
|
||
Reserve for reduction entry
|
990
|
|
Difference on revaluation of available-for-sale securities
|
239
|
|
Deferred gains or losses on hedges
|
0
|
|
Total deferred tax liabilities
|
1,230
|
|
Net deferred tax assets
|
3,738
|
(2) | Major reasons for significant difference between the legal effective tax rate and the ratio of income tax burden after the application of tax effect accounting |
Domestic legal effective tax rate
|
30.9%
|
|
(Adjustments)
|
||
Items to be regarded as taxable expenses, such as entertainment expenses
|
8.6
|
|
Items to be excluded from gross revenue, such as dividends income
|
(156.8)
|
|
Inhabitant tax levied per capita
|
2.5
|
|
Valuation allowance
|
11.1
|
|
Income taxes for prior year
|
18.8
|
|
Others
|
(1.8)
|
|
Ratio of income tax burden after the application of tax effect accounting
|
(86.7)
|
(1) | Finance lease transactions (lessee) |
(i) | Contents of leased assets |
(ii) | Depreciation method of leased assets |
(2) | Operating lease transactions |
Due within 1 year
|
404 million yen
|
Due after 1 year
|
1,345
|
Total
|
1,749
|
(1) | Subsidiaries etc. |
Name of company, etc.
|
Voting rights or ownership (%)
|
Contents of relation
|
Contents of transaction
|
Transaction amount (millions of yen)
|
Account title
|
Year end balance (millions of yen)
|
|
Concurrently serving etc.
|
Business relations
|
||||||
NMB-Minebea Thai Ltd.
|
100.0
|
Concurrently serving 3
|
NMB-Minebea Thai Ltd. manufactures machined components, electronic devices and others, and the Company purchases them for resale. Loans from the Company.
|
Purchase of machined components, electronic devices and others
|
254,227
|
Accounts payable
|
38,735
|
Sales of the Company’s products and products purchased
|
15,371
|
Accounts receivable
|
5,248
|
||||
Fund loan
|
7,300
|
Short-term loans receivable
|
–
|
||||
Recovery of funds
|
19,600
|
–
|
–
|
||||
Interest income
|
37
|
–
|
–
|
||||
MINEBEA ELECTRONICS & HI-TECH COMPONENTS (SHANGHAI) LTD.
|
100.0
|
Concurrently serving 1
|
MINEBEA ELECTRONICS & HI-TECH COMPONENTS (SHANGHAI) LTD. manufactures machined components, electronic devices and others, and the Company purchases them for resale.
|
Purchase of machined components, electronic devices and others
|
33,999
|
Accounts payable
|
5,923
|
MINEBEA (HONG KONG) LIMITED
|
100.0
|
Concurrently serving 2
|
MINEBEA (HONG KONG) LIMITED sells the Company’s products and products purchased mainly in China.
|
Sales of the Company’s products and products purchased
|
232,525
|
Accounts receivable
|
34,638
|
MINEBEA (CAMBODIA) Co., Ltd.
|
100.0
|
Concurrently serving 2
|
Loans from the Company.
|
Fund loan
|
46,219
|
Short-term loans receivable
|
2,412
|
Recovery of funds
|
51,469
|
–
|
–
|
||||
Interest income
|
184
|
–
|
–
|
||||
NMB KOREA CO., LTD.
|
100.0
|
Concurrently serving 3
|
NMB KOREA CO., LTD. sells the Company’s products and products purchased mainly in Korea.
|
Sales of the Company’s products and products purchased
|
66,166
|
Accounts payable
|
7,700
|
MITSUMI ELECTRIC CO., LTD.
|
100.0
|
Concurrently serving 2
|
Loans from the Company.
|
Fund loan
|
40,500
|
Short-term loans receivable
|
40,500
|
Recovery of funds
|
–
|
–
|
–
|
||||
Interest income
|
40
|
–
|
–
|
1. | Transaction amounts, etc. are negotiated and decided in consideration of market prices, etc. |
2. | Lending rate on loans is reasonably determined taking into account the market interest rate. |
(2) | Directors and main individual shareholder |
Attribution
|
Name of company, etc.
|
Voting rights (own or owned)
|
Contents of relation
|
Contents of transaction
|
Transaction amount (millions of yen)
|
Account title
|
Year end balance (millions of yen)
|
|
Concurrently serving etc.
|
Business relations
|
|||||||
Companies which the Company’s directors and nearly related person have over 50% of voting rights
|
KEIAISHA Co., Ltd.
|
(Owned)
Direct 2.37%
|
Concurrently serving 1
|
The Company purchases machinery and equipment, components, grease and other materials etc.
|
Purchase of machinery and equipment, components, grease and other materials etc.
|
2,467
|
Accounts payable
*2
|
439
|
Tools, furniture and fixtures lease transactions & rent etc.
|
636
|
Leased assets
|
35
|
|||||
Lease obligations
*2
|
37
|
|||||||
Accounts payable - other, current liabilities and others
*2
|
34
|
|||||||
Land rent, etc.
|
31
|
Accounts receivable - others
*2
|
5
|
|||||
Non-operating income
|
12
|
1. | Transaction amounts, etc. are negotiated and decided in consideration of market prices. |
*2. | The transaction amounts do not include the consumption taxes and the year end balance amounts include them. |
(1) | Net assets per share 580.88 yen |
(2) | Net income per share 8.35 yen |
(1) | Retirement allowance plan adopted by the Company |
(2) | Defined benefit plan |
(i) | Reconciliation between the opening balance and the closing balance of retirement benefit obligations |
(millions of yen)
|
|
Opening balance of retirement benefit obligations
|
22,885
|
Service costs
|
1,169
|
Interest costs
|
73
|
Actuarial gains or losses incurred during the year
|
(852)
|
Payment of retirement benefits
|
(642)
|
Closing balance of retirement benefit obligations
|
22,633
|
(ii) | Reconciliation between the opening balance and the closing balance of pension assets |
(millions of yen)
|
|
Opening balance of pension assets
|
19,834
|
Expected returns on pension assets
|
396
|
Actuarial gains or losses incurred during the year
|
54
|
Contributions by the employer
|
918
|
Payment of retirement benefits
|
(640)
|
Closing balance of pension assets
|
20,563
|
(iii) | Reconciliation of the closing balances of retirement benefit obligations and pension assets, and allowance for retirement benefit and prepaid pension cost recorded in the balance sheet |
(millions of yen)
|
|
Retirement benefit obligations of funded plans
|
22,625
|
Pension assets
|
(20,563)
|
2,062
|
|
Retirement benefit obligations of unfunded plans
|
7
|
Unfunded retirement benefit obligations
|
2,069
|
Unrecognized actuarial gains or losses
|
(428)
|
Unrecognized prior service costs
|
(330)
|
Net amount of liabilities and assets recorded in the balance sheet
|
1,310
|
Allowance for retirement benefits
|
1,310
|
Net amount of liabilities and assets recorded in the balance sheet
|
1,310
|
(iv) | Amounts of retirement benefit costs and its components |
(millions of yen)
|
|
Service costs
|
1,169
|
Interest costs
|
73
|
Expected returns on pension assets
|
(396)
|
Amortization of actuarial difference treated as expense
|
357
|
Unrecognized prior service costs expenses
|
330
|
Retirement benefit costs of defined benefit plans
|
1,534
|
(v) | Matters concerning pension assets |
(a) | Major breakdown of pension assets |
Bonds
|
51
|
% | |
Stocks
|
26
|
||
Insurance assets (general account)
|
13
|
||
Others
|
10
|
||
Total
|
100
|
(b) | Method of setting the long-term expected rate of return |
(vi) | Matters concerning actuarial assumption |
Discount rate
|
0.6%
|
Long-term expected rate of return
|
2.0%
|
Method of periodic allocation of expected retirement benefit amounts
|
Benefit formula basis
|
(3) | Defined contribution plans |
AUDIT REPORT OF THE INDEPENDENT AUDITORS
May 8, 2017
To: The Board of Directors
MinebeaMitsumi Inc.
|
|
KPMG AZSA LLC
Toshihiro Otsuka (seal)
Designated Limited Liability Partner
Certified Public Accountant
Noriaki Nomura (seal)
Designated Limited Liability Partner
Certified Public Accountant
Takuju Kamiyama (seal)
Designated Limited Liability Partner
Certified Public Accountant
|
|
We have audited the Consolidated Financial Statements, including the Consolidated Balance Sheet, the Consolidated Statement of Income, the Consolidated Statement of Changes in Net Assets and Notes to Consolidated Financial Statements of MinebeaMitsumi Inc. (former company name: Minebea Co., Ltd.) for the fiscal year from April 1, 2016 to March 31, 2017, pursuant to Paragraph 4, Article 444, of the Companies Act.
Management’s responsibility for the consolidated financial statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with generally accepted accounting principles in Japan. This includes the development, implementation, and maintenance of internal control deemed necessary by management for the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
Independent auditors’ responsibility
Our responsibility is to express an opinion on the consolidated financial statements based on our audits as independent auditors. We conducted our audits in accordance with auditing standards generally accepted in Japan. Those auditing standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected and applied depend on our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. The purpose of an audit is not to express an opinion on the effectiveness of the entity’s internal control. However, in making those risk assessment, we consider internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used, the method of their application, and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Audit opinion
In our opinion, the consolidated financial statements referred to above, presents fairly, in all material respects, the financial position and the results of operations of MinebeaMitsumi Inc. (former company name: Minebea Co., Ltd.) and its consolidated subsidiaries as of the date and for the period for which the consolidated financial statements were prepared in accordance with generally accepted accounting principles in Japan.
Interests in the Company
Neither our firm nor any of the partners in charge has any interest in the Company as required to be disclosed herein under the provisions of the Certified Public Accountants Act.
|
AUDIT REPORT OF THE INDEPENDENT AUDITORS
May 8, 2017
To: The Board of Directors
MinebeaMitsumi Inc.
|
|
KPMG AZSA LLC
Toshihiro Otsuka (seal)
Designated Limited Liability Partner
Certified Public Accountant
Noriaki Nomura (seal)
Designated Limited Liability Partner
Certified Public Accountant
Takuju Kamiyama (seal)
Designated Limited Liability Partner
Certified Public Accountant
|
|
We have audited the Financial Statements, including the Balance Sheet, the Statement of Income, the Statement of Changes in Net Assets, Notes to Non-Consolidated Financial Statements and their supplementary statements of MinebeaMitsumi Inc. (former company name: Minebea Co., Ltd.) for the 71st fiscal year from April 1, 2016 to March 31, 2017, pursuant to Item 1, Paragraph 2, Article 436, of the Companies Act.
Management’s responsibility for the Financial Statements, etc.
Management is responsible for the preparation and fair presentation of these financial statements and their supplementary statements in accordance with generally accepted accounting principles in Japan. This includes the development, implementation, and maintenance of internal control deemed necessary by management for the preparation and fair presentation of financial statements and their supplementary statements that are free from material misstatement, whether due to fraud or error.
Independent auditors’ responsibility
Our responsibility is to express an opinion on the financial statements and their supplementary statements based on our audits as independent auditors. We conducted our audits in accordance with auditing standards generally accepted in Japan. Those auditing standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and their supplementary statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements and their supplementary statements. The procedures selected and applied depend on our judgment, including the assessment of the risks of material misstatement of the financial statements and their supplementary statements, whether due to fraud or error. The purpose of an audit is not to express an opinion on the effectiveness of the entity’s internal control. However, in making those risk assessment, we consider internal control relevant to the entity’s preparation and fair presentation of the financial statements and their supplementary statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used, the method of their application, and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements and their supplementary statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Audit opinion
In our opinion, the financial statements and their supplementary statements referred to above, presents fairly, in all material respects, the financial position and the results of operations of MinebeaMitsumi Inc. as of the date and for the period for which the financial statements and their supplementary statements were prepared in accordance with generally accepted accounting principles in Japan.
Interests in the Company
Neither our firm nor any of the partners in charge has any interest in the Company as required to be disclosed herein under the provisions of the Certified Public Accountants Act.
|
AUDIT REPORT
|
|
As the results of deliberation, the Audit & Supervisory Board prepared this Audit Report in accordance with reports presented by each Audit & Supervisory Board Member with respect to the performance of duties by the Directors during the 71st fiscal year from April 1, 2016 to March 31, 2017, and report the results as follows:
|
|
1.
|
Method and Content of Audit Conducted by Audit & Supervisory Board Members and Audit & Supervisory Board
|
(1)
|
The Audit & Supervisory Board established the audit policy and audit plan, etc., received reports from each Audit & Supervisory Board Member on the implementation of audit and its results, received reports from Directors, etc. and the Independent Auditors on the performance of their duties and asked them details when necessary.
|
(2)
|
Each Audit & Supervisory Board Member conformed to the auditing standards prescribed by the Audit & Supervisory Board, complies with the audit policy and audit plan, etc., maintains communication with Directors, Executive Officers and Technical Officers, the Internal Auditing Office, and other employees, etc., endeavored to collect information and establishes a system necessary for auditing services, and conducted audit by the following method:
|
1)
|
We attended meetings of the Board of Directors and other important meetings, receives reports from Directors, Executive Officers and Technical Officers, and employees, etc. on the performance of their duties, asked them details when necessary, reviewed important written decisions, and investigated business and financial conditions at the head office as well as at the main business offices of the Company. For subsidiaries, we communicated and exchanged information with their Directors, Audit & Supervisory Board Members, and others and received reports on their business from the subsidiaries when necessary.
|
2)
|
We received reports from Directors, Executive Officers and Technical Officers, and employees, etc., sought explanations as necessary and expressed opinions on the resolutions of the Board of Directors and the status of the system developed under such resolutions with regard to the establishment and management of the system stipulated in Article 100, paragraphs 1 and 3 of the Ordinance for Enforcement of the Companies Act (Internal Control System) necessary to ensure the conformity of the performance of duties described in the Business Report by Directors with laws and regulations and the Articles of Incorporation and also to ensure the appropriateness of business in the corporate group that consists of a joint stock company and its subsidiaries.
|
3)
|
The Basic Policy of Item 3 (a), Article 118 of the Enforcement Regulations of the Companies Act and each approach of Item 3 (b), Article 118 of the same described in the Business Report were reviewed.
|
4)
|
We monitored and verified that the Independent Auditors have maintained their independence and conducted appropriate audits. Also, we received reports from the Independent Auditors regarding the execution of their duties and requested explanations as needed. The Company received a notice from the Independent Auditors purporting to the formulation of a “System to ensure proper performance of its duties” (provided in each item of Article 131 of the Ordinance on Accounting of Companies) in accordance with the “Quality Control Standards for Audits” (Business Accounting Council, October 28, 2005), among others, and requested explanations as needed.
|
Through the above methods, we reviewed business report, supplementary statements and financial statements for such fiscal year (balance sheet, statement of income, statement of changes in net assets and notes to financial statements) and supplementary statements and consolidated financial statements (consolidated balance sheet, consolidated statement of income, consolidated statement of changes in net assets and notes to consolidated financial statements).
|
|
2. Results of Audit
|
|||
(1)
|
Audit Results of Business Reports, etc.
|
||
1)
|
We certify that the business reports and their detailed statements fairly present the situation of the Company in accordance with laws and regulations and the Articles of Incorporation.
|
||
2)
|
We found no wrongful act or material fact in violation of laws and regulations or the Articles of Incorporation with respect to the performance of duties by the Directors.
|
||
3)
|
We certify that the resolutions of the Board of Directors with respect to the internal control system are proper and correct. In addition, we found no matter to be pointed out about the description in the business report and performance of duties by the Directors with respect to the internal control system.
|
||
4)
|
We found no matter to be pointed out about the basic policy, which is described in the business report, regarding the quality and nature of persons who control decisions on the Company’s financial and business policies. We certify that each measure stipulated in Item 3 (b), Article 118 of the Ordinance for Enforcement of the Companies Act, which is described in the business report, are consistent with such basic policy, would not interfere with the shareholders’ common interests and are introduced not for maintaining the positions of the Companies officers.
|
||
(2)
|
Audit Results of Financial Statements and Supplementary Statements
|
||
We certify that the auditing method of KPMG AZSA LLC and the results of its audit are proper and correct.
|
|||
(3)
|
Audit Results of Consolidated Financial Statements
|
||
We certify that the auditing method of KPMG AZSA LLC and the results of its audit are proper and correct.
|
|||
May 9, 2017
|
|||
Audit & Supervisory Board of MinebeaMitsumi Inc.
|
|||
Kazunari Shimizu (seal)
|
|||
Standing Audit & Supervisory Board Member
|
|||
Kazuyoshi Tokimaru (seal)
|
|||
Standing Outside Audit & Supervisory Board Member
|
|||
Hisayoshi Rikuna (seal)
|
|||
Outside Audit & Supervisory Board Member
|
|||
Shinichiro Shibasaki (seal)
|
|||
Outside Audit & Supervisory Board Member
|
(1) | Type of dividend |
(2) | Matters concerning the allocation of dividend and total amount |
(3)
|
Effective date for surplus dividend
|
No.
|
Name
(Date of Birth) |
Career Summary, Position and Responsibilities at the Company, and significant concurrent positions
outside the Company |
Number of shares of the Company held
|
||
Apr. | 1983 |
Member of Daini Tokyo Bar Association
|
|||
Dec. | 1988 |
Director and General Manager of Legal Department of the Company
|
|||
Sep. | 1989 |
Member of New York State Bar Association
|
|||
Yoshihisa
|
Dec. | 1992 |
Managing Director and Deputy General Manager of Operations Headquarters
|
||
1
|
Kainuma (February 6, 1956)
|
Dec. | 1994 |
Senior Managing Director, General Manager of European and American Regional Sales Headquarters, Deputy General Manager of Operations Headquarters
|
72,300
|
(Reelection)
|
Jun. | 2003 |
Director, Senior Managing Executive Officer
|
||
Apr. | 2009 |
Representative Director, President and Chief Executive Officer (Present)
|
|||
Jan. | 2017 |
Director, Chairman of the Board of Directors, MITSUMI ELECTRIC CO., LTD.
|
|||
Apr. | 2017 |
Director, MITSUMI ELECTRIC CO., LTD. (Present)
|
|||
Mar. | 1980 |
Joined MITSUMI ELECTRIC CO., LTD.
|
|||
May | 1990 |
General Manager of Development Headquarters, MITSUMI ELECTRIC CO., LTD.
|
|||
Shigeru
|
Apr. | 1991 |
Director, Head of Singapore branch, MITSUMI ELECTRIC CO., LTD.
|
||
Moribe
|
Apr. | 1994 |
Managing Director, MITSUMI ELECTRIC CO., LTD.
|
||
2
|
(October 27, 1956)
|
Oct. | 1999 |
Senior Managing Director, General Manager of Sales Headquarters, MITSUMI ELECTRIC CO., LTD.
|
188,387
|
(New election)
|
Apr. | 2002 |
Representative Director, President, MITSUMI ELECTRIC CO., LTD.
|
||
Jan. | 2017 |
Adviser of the Company (Present)
|
|||
Apr. | 2017 |
Director, Chairman of the Board of Directors, MITSUMI ELECTRIC CO., LTD. (Present)
|
|||
Apr. | 1981 |
Joined the Company
|
|||
Dec. | 1989 |
Head of Tokyo Sales Division at Tokyo Branch
|
|||
Jun. | 2009 |
Executive Officer, Head of Lighting Device Business Unit at Electronic Device & Component Business Headquarters
|
|||
Jun. | 2013 |
Managing Executive Officer
|
|||
3
|
Ryozo Iwaya (April 24, 1958) (Reelection)
|
Apr. | 2015 |
Deputy Chief of Electronic Device & Component Manufacturing Headquarters, Officer in charge of Electronic Device Division at Electronic Device & Component Manufacturing Headquarters (Present), Head of Lighting Device Business Unit
|
3,000
|
Jun. | 2015 |
Director, Senior Managing Executive Officer (Present)
|
|||
Jan. | 2017 |
Chief of Mitsumi Business Headquarters (Present), Representative Director, Vice President and Chief Executive Officer, MITSUMI ELECTRIC CO., LTD.
|
|||
Apr. | 2017 |
Representative Director, President and Chief Executive Officer, MITSUMI ELECTRIC CO., LTD. (Present)
|
Apr. | 1977 |
Joined the Company
|
|||
Dec. | 2003 |
General Manager of Business Administration Department
|
|||
Tamio Uchibori
|
Jun. | 2007 |
Executive Officer, Head of Corporate Planning Division, General Manager of Corporate Planning Department, Operations Headquarters
|
||
4
|
(September 6,
|
Jun. | 2011 |
Managing Executive Officer
|
28,400
|
1952) (Reelection)
|
May | 2012 |
Deputy Officer in charge of Administration, Planning & Accounting Division, Head of Corporate Planning Department
|
||
Jun. | 2013 |
Director, Senior Managing Executive Officer (Present), Officer in charge of Corporate Planning Division, Head of Corporate Planning Department
|
|||
Jun. | 2016 |
Chief of Corporate Planning Headquarters (Present)
|
|||
Apr. | 1981 |
Joined the Company
|
|||
Oct. | 2005 |
Head of Mechanical Assembly Business Unit
|
|||
Tetsuya
|
Jun. | 2007 |
Executive Officer
|
||
Tsuruta
|
Jun. | 2015 |
Managing Executive Officer
|
||
5
|
(September 4, 1955) (Reelection)
|
Jan. | 2016 |
Deputy Chief of Machined Component Manufacturing Headquarters, Head of Rod End/Fastener Business Unit at Machined Component Manufacturing Headquarters
|
3,000
|
Jun. | 2016 |
Director, Senior Managing Executive Officer, Chief of Machined Component Manufacturing Headquarters, Officer in charge of Spindle Motor Division at Electronic Device & Component Manufacturing Headquarters, Officer in charge of Production Support Division (Present)
|
|||
Apr. | 1982 |
Joined the Company
|
|||
Sep. | 1999 |
Manager of Osaka Branch
|
|||
Shigeru None
|
Jun. | 2007 |
Executive Officer
|
||
6
|
(August 23,1959)
|
Apr. | 2011 |
Deputy Officer in charge of Sales Division, General Manager of Japan & Asian Regional Sales (Present)
|
8,700
|
(Reelection)
|
Jun. | 2012 |
Managing Executive Officer
|
||
Jun. | 2015 |
Director (Present)
|
|||
Jun. | 2016 |
Director, Senior Managing Executive Officer (Present)
|
|||
Aug. | 1978 |
Joined the Company
|
|||
Apr. | 2001 |
General Manager of Business Administration Department
|
|||
Hiromi Yoda
|
Jun. | 2009 |
Executive Officer
|
||
7
|
(June
|
Jun. | 2012 |
Managing Executive Officer
|
6,100
|
26, 1952) (Reelection)
|
Jun. | 2013 |
Deputy Officer in charge of Administration, Accounting & IT Division
|
||
Jun. | 2016 |
Director, Senior Managing Executive Officer, Chief of Accounting & Corporate Finance Headquarters (Present)
|
|||
Apr. | 1977 |
Joined the Company
|
|||
Sep. | 2001 |
General Manager of Business Administration Department
|
|||
Jun. | 2007 |
Executive Officer
|
|||
Shuji Uehara
|
Jun. | 2011 |
General Manager of Regional Affairs for South East Asia
|
||
(January 15,
|
Jun. | 2012 |
Managing Executive Officer
|
||
8
|
1955)
|
Jan. | 2013 |
Chief of HDD Motor Manufacturing Headquarters
|
11,000
|
(New election)
|
Apr. | 2015 |
Deputy Chief of Electronic Device & Component Manufacturing Headquarters
|
||
Jun. | 2016 |
Senior Managing Executive Officer, Chief of Business Administration Headquarters (Present)
|
|||
Jan. | 2017 |
Director, Vice President and Chief Executive Officer, MITSUMI ELECTRIC CO., LTD. (Present)
|
Jan. | 1989 |
Joined the Company
|
|||
Jul. | 2005 |
Head of Electronics Development Division at Engineering Headquarters
|
|||
Michiya
|
Jun. | 2009 |
Deputy Chief of Electronic Device & Component Business Headquarters
|
||
9
|
Kagami
|
Jun. | 2011 |
Executive Officer
|
7,000
|
(September 11, 1957) (New
|
Mar. | 2013 |
Head of Engineering Development Department of Electronic Device Division at Electronic Device & Component Manufacturing Headquarters
|
||
election)
|
Jun. | 2015 |
Managing Executive Officer (Present)
|
||
Aug. | 2015 |
Deputy Chief of Electronic Device & Component Manufacturing Headquarters, Officer in charge of Engineering Development Division at Electronic Device & Component Manufacturing Headquarters (Present)
|
|||
Mar. | 1981 |
Joined Kyushu MITSUMI CO., LTD.
|
|||
Oct. | 2007 |
Head of Power Supply Business Unit, MITSUMI ELECTRIC CO., LTD.
|
|||
Jun. | 2010 |
Director, General Manager of Semiconductor Business Headquarters, MITSUMI ELECTRIC CO., LTD.
|
|||
Hiroshi Aso
|
Oct. | 2011 |
Head of Atsugi Operation Base, MITSUMI ELECTRIC CO., LTD. (Present)
|
||
10
|
(April 3,1957) (New election)
|
Apr. | 2016 |
Director, Managing Executive Officer (Present), General Manager of Development Headquarters and Semiconductor Business Headquarters, Officer in charge of Automotive Devices Business Unit, MITSUMI ELECTRIC CO., LTD.
|
6,667
|
Jan. | 2017 |
Adviser, Deputy Chief of Mitsumi Business Headquarters, Officer in charge of Development Division, Officer in charge of Semiconductor Business Division (Present), Officer in charge of Automotive Devices Business Division of the Company
|
|||
Apr. | 1967 |
Appointed an assistant Judge, Tokyo District Court
|
|
||
Kohshi Murakami
|
Apr. | 1999 |
Presiding Justice of the Division (Acting Chief Justice, Specialized Economic and Financial Affairs Department), Tokyo High Court
|
||
(February 8,
|
Apr. | 2005 |
Employed as Professor, Graduate School of Law, Kyoto University
|
||
1940)
|
Jun. | 2005 |
Joined TMI Associates as Special Counsel (Present)
|
||
11
|
(Reelection) (Outside)
|
Nov. | 2005 |
Appointed Outside Corporate Auditor of SANEI-INTERNATIONAL CO., LTD.
|
-
|
Apr. | 2008 |
Employed as Visiting Professor, Yokohama National University
|
|||
May | 2008 |
Member of the Independent Committee of the Company (Present)
|
|||
Jun. | 2008 |
Director of the Company (Present)
|
|||
Apr. | 2010 |
Employed as Professor, Juris Doctor Program, Daito Bunka University
|
|||
Apr. | 2003 |
General Manager of Planning Division, KEIAISHA Co., Ltd.
|
|||
Takashi
|
Jun. | 2003 |
Director, KEIAISHA Co., Ltd.
|
||
Matsuoka
|
Jun. | 2004 |
Managing Director, KEIAISHA Co., Ltd.
|
||
(January 17,
|
Jun. | 2005 |
Director of the Company (Present)
|
||
12
|
1964)
|
Jun. | 2007 |
Senior Managing Director, KEIAISHA Co., Ltd.
|
93,765
|
(Reelection) (Outside)
|
Jun. | 2011 |
Director and Senior Managing Executive Officer, KEIAISHA Co., Ltd.
|
||
Jun. | 2014 |
Director and Vice President Executive Officer, KEIAISHA Co., Ltd. (Present)
|
1. | Special relationship between respective candidates and the Company is as follows: |
(1) | Mr. Takashi Matsuoka concurrently holds a post as Director and Vice President Executive Officer of KEIAISHA Co., Ltd. The Company purchases machinery and equipment, components and grease and other materials, etc. from KEIAISHA Co., Ltd. |
(2) | There are no conflicts of interest existing between other candidates and the Company. |
2. | Messrs. Kohshi Murakami and Takashi Matsuoka are candidates for Outside Director of the Company. The Company has filed a notification to financial instruments exchanges explaining that Kohshi Murakami is an independent officer, pursuant to the provisions prescribed by those exchanges. |
3. | Special notes regarding candidates for outside directors are as follows: |
(1) | Reason for election of Outside Director |
(i) | Mr. Kohshi Murakami has a wealth of experience and keen insight as a former Presiding Justice of the Division of the Tokyo High Court and as an attorney. He will provide guidance to ensure the sound management of the Company and promote compliance, therefore, we hereby ask that he be elected as Outside Director of the Company. Mr. Kohshi Murakami has never been involved in corporate management by means other than being outside officer, however, we have concluded that he is able to perform the duties of an outside director properly because of the above reason and since he is currently fulfilling his responsibilities as Outside Director of the Company appropriately. |
(ii) | Mr. Takashi Matsuoka has profound knowledge regarding corporate operations and we anticipate to reflect such knowledge to the management of the Company, and since he is currently fulfilling his responsibilities as Outside Director of the Company appropriately, we hereby ask that he be elected as Outside Director of the Company. |
(2) | The number of years since the candidates for our outside directors assumed the office: |
(i) | Mr. Kohshi Murakami would have been in office for nine years at the conclusion of the Meeting since he assumed the post of Outside Director. |
(ii) | Mr. Takashi Matsuoka would have been in office for 12 years at the conclusion of the Meeting since he assumed the post of Outside Director. |
(3) | Concerning limited liability agreements with Outside Director |
(i) | the Company determined that a Shareholders Meeting (defined in (f) of 2.2, ‘Procedures for Triggering the Plan’ below; hereinafter the same) is in principle required to be held when triggering the takeover defense measures; and |
(ii) | other stylistic changes in terms and the like. |
1. | Reason for Proposal |
1.1 | Details of the Basic Policy |
1.2 | The Source of the Group’s Corporate Value and Special Measures to Realize the Basic Policy |
(a) | The Source of the Group’s Corporate Value |
(b) | Measures to Ensure and Enhance Corporate Value and, in turn, the Common Interests of Shareholders |
(i) | Be a company where our employees are proud to work |
(ii) | Earn and preserve the trust of our valued customers |
(ii) | Respond to our shareholders’ expectations |
(iv) | Work in harmony with the local community |
(v) | Promote and contribute to global society |
(c) | Strengthening of Corporate Governance |
(i) | Maintenance of an Organ for Making Decisions regarding Management and Executing Operations |
(ii) | Enhancement of Internal Control System |
1.3 | Purpose of the Renewal |
2. | Details of Proposal |
2.1 | Plan Outline |
2.2 | Procedures for Triggering the Plan |
(a) | Targeted Acquisitions |
(i) | A purchase or other acquisition that would result in the holding ratio of share certificates, etc. (kabuken tou hoyuu wariai) (Note 1) of a holder (hoyuusha) (Note 2) totaling at least 20% of the share certificates, etc. (kabuken tou) (Note 3) issued by the Company; or |
(ii) | A tender offer (koukai kaitsuke) (Note 4) that would result in the party conducting the tender offer’s ownership ratio of share certificates, etc. (kabuken tou shoyuu wariai) (Note 5) and the ownership ratio of share certificates, etc. of a person having a special relationship (tokubetsu kankei-sha) (Note 6) totaling at least 20% of the share certificates, etc. (kabuken tou) (Note 7) issued by the Company. |
(b) | Submission of Acquirer’s Statement |
(c) | Request to the Acquirer for the Provision of Information |
(i) | Details (including name, capital relationship, financial position, operation results, details of violation of laws or ordinances in the past (if any), and terms of any previous transactions which are similar to the Acquisition or involving the share certificates, etc. of the Company) of the Acquirer and its group (including joint holders (Note 8), persons having a special relationship and persons having a special relationship with a person in relation to whom the Acquirer is the controlled corporation (Note 9)). (Note 10) |
(ii) | The purpose, method and specific terms of the Acquisition (including the amount and type of consideration, the timeframe, the scheme of any related transactions, the legality of the Acquisition method, and the feasibility of the Acquisition). |
(iii) | The amount and basis for the calculation of the purchase price of the Acquisition. |
(iv) | Financial support for the Acquisition (including the names of providers of funds (including all indirect providers of funds) for the Acquisition, financing methods and the terms of any related transactions, etc.). |
(v) | Details of communications regarding the Acquisition with a third party (if any). |
(vi) | Post-Acquisition management policy, administrative organization, business plan, and capital, and dividend policies for the Group. |
(vii) | Post-Acquisition policies for the Company’s shareholders (other than the Acquirer), employees, business partners, and clients of the Group, and other stakeholders of the Company. |
(viii)
|
Specific information on the possibility of infringement by the Acquirer of any law or regulation in Japan or overseas (including the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade and competition laws in foreign countries).
|
(ix) | Specific measures to avoid any conflict of interest with other shareholders in the Company if such conflict of interest were to arise. |
(x) | Information on whether the Acquirer is an anti-social force (including an anti-market force (han shijyo seiryoku); hereinafter the same) and any relationship with an anti-social force. |
(xi) | Any other information that the Independent Committee reasonably considers necessary. |
(d) | Consideration of Acquisition Terms, Negotiation with the Acquirer, and Consideration of an Alternative Proposal |
(i) | Request to the Board of Directors for the Provision of Information |
(ii) | Independent Committee Consideration |
(e) | Procedures for Recommendations by the Independent Committee |
(A) | The Acquirer withdraws the Acquisition or the Acquisition otherwise ceases to exist after the recommendation. |
(B) | There is no longer any Trigger Event due to a change or the like in the facts or other matters on which the recommendation decision was made. |
(f) | Convocation of a Shareholders Meeting |
(g) | Resolutions by the Board of Directors |
(h) | Information Disclosure |
2.3 | Requirements for the Gratis Allotment of Share Options |
(a) | An Acquisition that threatens to cause obvious harm to the corporate value of the Group and, in turn, the common interests of its shareholders through any of the following actions: |
(i) | A buyout of share certificates, etc. to require such share certificates, etc. to be compulsorily purchased by the Company or the Company’s affiliates or other related parties at a high price. |
(ii) | Management that achieves an advantage for the Acquirer to the detriment of the Company, such as temporary control of the Group’s management for the low-cost acquisition of the Group’s material assets. |
(iii) | Diversion of the Group’s assets to secure or repay debts of the Acquirer or its group company. |
(iv) | Temporary control of the Company’s management to bring about the disposal of high-value assets that have no current relevance to the Group’s business and declaring temporarily high dividends from the profits of the disposal, or selling the shares at a high price taking advantage of the opportunity afforded by the sudden rise in share prices created by the temporarily high dividends. |
(b) | Certain Acquisitions that threaten to effectively coerce shareholders into selling shares, such as coercive two-tiered tender offers (meaning acquisitions of shares including tender offers, in which no offer is made to acquire all shares in the initial acquisition, and acquisition terms for the second stage are set that are unfavorable or unclear). |
(c) | Acquisitions to which the terms (including the amount and type of consideration, timeframe of the Acquisition, legality of the Acquisition method, feasibility of the Acquisition being effected, post-Acquisition management policy and business plan, and policies dealing with the Group’s other shareholders, clients, business partners, and other stakeholders of the Group after the Acquisition) are inadequate or inappropriate in light of the Group’s intrinsic value. |
(d) | Acquisitions that materially threaten to oppose the corporate value of the Group or the common interests of shareholders, by damaging technological abilities and production capacity, and relationships with the Group’s clients, and business partners, which are indispensable to the generation of the Group’s corporate value. |
2.4 | Outline of the Gratis Allotment of Share Options |
(a) | Number of Share Options |
(b) | Shareholders Eligible for Allotment |
(c) | Effective Date of Gratis Allotment of Share Options |
(d) | Number of Shares to be Acquired upon Exercise of the Share Options |
(e) | Amount to be Contributed upon Exercise of Share Options |
(f) | Exercise Period of the Share Options |
(g) | Conditions for Exercise of Share Options |
(I) | Specified Large Holders (Note 13); |
(II) | Joint holders of Specified Large Holders; |
(III) | Specified Large Purchasers (Note 14); |
(IV) | Persons having a special relationship with Specified Large Purchasers; |
(V) | Any transferee of, or successor to, the Share Options of any party falling under (I) through (IV) without the approval of the Board of Directors; or |
(VI) | Any Affiliated Party (Note 15) of any party falling under (I) through (V). |
(h) | Restriction on Assignment of Share Options |
(i) | Acquisition of Share Options by the Company |
(i) | At any time on or before the date immediately prior to the Exercise Period Commencement Date, if the Board of Directors deems that it is appropriate for the Company to acquire the Share Options, the Company may, on a day separately determined by the Board of Directors, acquire all of the Share Options for no consideration. |
(ii) | On a date separately determined by the Board of Directors, the Company may acquire all of the Share Options that have not been exercised before or on the business day immediately prior to such date determined by the Board of Directors, that are held by parties other than Non-Qualified Parties (if any) and, in exchange, deliver shares in the Company in the number equivalent to the Applicable Number of Shares for each Share Option. In addition, if, on or after the date upon which the acquisition takes place, the Board of Directors recognizes the existence of any party holding Share Options other than Non-Qualified Parties, the Company may, on a date determined by the Board of Directors that falls after the date upon which the acquisition described above takes place, acquire all of the Share Options held by that party that have not been exercised by or on the business day immediately prior to such date determined by the Board of Directors (if any) and, in exchange, deliver shares in the Company in the number equivalent to the number of the Applicable Number of Shares for each Share Option. The same will apply thereafter. |
(j) | Delivery of Share Options in Case of Merger, Absorption-type Demerger (kyushu bunkatsu), Incorporation-type Demerger (shinsetsu bunkatsu), Share Exchange (kabushiki koukan), and Share Transfer (kabushiki iten) |
(k) | Issuance of Certificates Representing the Share Options |
(l) | Other |
2.5 | Effective Period, and Abolition, Revision or Amendment of the Plan |
2.6 | Revision Due to Amendment to Laws and Ordinances |
3. | Impact on Shareholders and Investors |
3.1 | Impact on Shareholders and Investors Upon Renewal |
3.2 | Impact on Shareholders and Investors at the Time of the Gratis Allotment of Share Options |
(a) | Procedures for Shareholders upon Gratis Allotment of Share Options |
(b) | Procedures for Exercising Share Options |
(c) | Procedures for the Acquisition of Share Options by the Company |
4. | Decisions and Reasoning by the Board of Directors regarding Above Measures |
4.1 | Decisions and Reasoning regarding the Special Measures to Realize the Basic Policy (measures set out in 1.2 above) |
4.2 | Decisions and Reasoning regarding the Measures to Prevent Decisions on the Company’s Financial and Business Policies from being Controlled by a Person Viewed as Inappropriate under the Basic Policy (measures set out in 1.3, 2, and 3 above) |
(a) | The Plan Fully Satisfies the Basic Policy |
(b) | The Plan is not Detrimental to the Common Interests of the Shareholders and does not Aim to Maintain the Positions of Directors and Corporate Auditors of the Company |
(i) | Satisfying the Requirements of the Guidelines for Takeover Defense Measures |
— | ensuring and enhancing the corporate value and shareholders’ common interests; |
— | prior disclosure and respect for shareholder intent; and |
— | ensuring necessity and reasonableness. |
(ii) | Placing High Value on the Intent of Shareholders |
(iii) | Disclosure of information and emphasis on the decisions by independent parties such as outside directors |
(iv) | Establishment of Reasonable and Objective Requirements |
(v) | Obtaining the Advice of Third-Party Experts |
(vi) | No Dead-Hand or Slow-Hand Takeover Defense Measures |
(Note 1) | Defined in Article 27-23.4 of the Financial Instruments and Exchange Act. The same applies throughout this Proposal. |
(Note 2) | Including persons described as a holder under Article 27-23.3 of the Financial Instruments and Exchange Act (including persons who are deemed to fall under the above by the Board of Directors). The same applies throughout this Proposal. |
(Note 3) | Defined in Article 27-23.1 of the Financial Instruments and Exchange Act. The same applies throughout this Proposal unless otherwise provided for. |
(Note 4) | Defined in Article 27-2.6 of the Financial Instruments and Exchange Act. The same applies throughout this Proposal. |
(Note 5) | Defined in Article 27-2.8 of the Financial Instruments and Exchange Act. The same applies throughout this Proposal. |
(Note 6) | Defined in Article 27-2.7 of the Financial Instruments and Exchange Act (including persons who are deemed to fall under the above by the Board of Directors); provided, however, that persons provided for in Article 3.2 of the Cabinet Office Ordinance on Disclosure Required for Tender Offer for Share Certificates, etc. by Person other than Issuer are excluded from the persons described in Article 27-2.7(i) of the Financial Instruments and Exchange Act. The same applies throughout this Proposal. |
(Note 7) | Defined in Article 27-2.1 of the Financial Instruments and Exchange Act. |
(Note 8) | Defined in Article 27-23.5 of the Financial Instruments and Exchange Act, including persons regarded as a joint holder under Article 27-23.6 of the Financial Instruments and Exchange Act (including persons who are deemed a joint holder by the Board of Directors). The same applies throughout this Proposal. |
(Note 9) | Defined in Article 9.5 of the Order for Enforcement of the Financial Instruments and Exchange Act. |
(Note 10) | If an Acquirer is a fund, information relating to the matters described in (i) about each partner and other constituent members is required. |
(Note 11) | “A meeting of shareholders” is used not only for a meeting of shareholders under the Companies Act that resolves the matters to be resolved prescribed in Article 295 of the Companies Act, but also for a meeting that is held in accordance with the procedures based on the provisions regarding meetings of shareholders in the Companies Act and where advisory resolutions are made for matters other than the matters to be resolved prescribed in Article 295. |
(Note 12) | Specifically, the Company intends to set out that an “exceptional event” means when (x) the Acquirer cancels or revokes the Acquisition, or promises that it will not conduct any subsequent Acquisition, after the Gratis Allotment Resolution and the Acquirer or other Non-Qualified Parties dispose of their shares in the Company through a securities firm appointed and authorized by the Company to do so, and (y) the Acquirer’s shareholding ratio determined by the Board of Directors (when calculating the shareholding ratio, Non-Qualified Parties other than the Acquirer and its joint holders are deemed to be the Acquirer’s joint holders, and Share Options held by Non-Qualified Parties, the conditions of which have not been satisfied, are excluded) (the “Non-Qualified Parties’ Shareholding Ratio”) falls below the lower of (i) the Non-Qualified Parties’ Shareholding Ratio before the Acquisition, or (ii) 20%, the Acquirer or other Non-Qualified Parties making the disposal may exercise Share Options to the extent that the number of shares to be issued or delivered upon exercise of the Share Options is up to the number of shares disposed of and to the extent of the ratio under either (i) or (ii) above. Detailed conditions and procedures for exercise of Share Options by Non-Qualified Parties will be determined separately by the Board of Directors. |
(Note 13) | “Specified Large Holder” means, in principle, a party who is a holder of share certificates, etc. issued by the Company and whose holding ratio of share certificates, etc. in respect of such share certificates, etc. is at least 20% (including any party who is deemed applicable to the above by the Board of Directors); provided, however, that a party that the Board of Directors recognizes as a party whose acquisition or holding of share certificates, etc. of the Company is not contrary to the Company’s corporate value or the common interests of shareholders or a certain other party that the Board of Directors determines in the Gratis Allotment Resolution is not a Specified Large Holder. The same applies throughout this Proposal. |
(Note 14) | “Specified Large Purchaser” means, in principle, a person who makes a public announcement of purchase, etc. (as defined in Article 27-2.1 of the Financial Instruments and Exchange Act; the same applies throughout this Note 14) of share certificates, etc. (as defined in Article 27-2.1 of the Financial Instruments and Exchange Act; the same applies throughout this Note 14) issued by the Company through a tender offer and whose ratio of ownership of share certificates, etc. in respect of such share certificates, etc. owned by such person after such purchase, etc. (including similar ownership as prescribed in Article 7.1 of the Order for Enforcement of the Financial Instruments and Exchange Act) is at least 20% when combined with the ratio of ownership of share certificates, etc. of a person having a special relationship (including any party who is deemed to fall under the above by the Board of Directors); provided, however, that a party that the Board of Directors recognizes as a party whose acquisition or holding of share certificates, etc. of the Company is not contrary to the Company’s corporate value or the common interests of shareholders or certain other party that the Board of Directors determines in the Gratis Allotment Resolution is not a Specified Large Purchaser. The same applies throughout this Proposal. |
(Note 15) | An “Affiliated Party” of a given party means a person who substantially controls, is controlled by, or is under common control with such given party (including any party who is deemed to fall under the above by the Board of Directors), or a party deemed by the Board of Directors to substantially act in concert with such given party. “Control” means to “control the determination of the financial and business policies” (as defined in Article 3.3 of the Enforcement Regulations of the Companies Act) of other corporations or entities. |
— | The Independent Committee shall be established by resolution of the Board of Directors. |
— | There shall be no less than three members of the Independent Committee, and the Board of Directors shall elect the members from (i) outside directors of the Company (including those who are scheduled to be elected), (ii) outside corporate auditors of the Company (including those who are scheduled to be elected) and (iii) other outside experts who are independent from the management that executes the business of the Company. However, such experts must be experienced corporate managers, former government employees, parties with knowledge of the investment banking industry, lawyers, certified public accountants, certified public tax accountants, researchers whose research focuses on the Companies Act or the like, or parties of similar qualifications, and must have executed with the Company an agreement separately specified by the Board of Directors that contains a provision obligating them to exercise the duty of care of a good manager or similar provision. |
— | Unless otherwise determined by a resolution of the Board of Directors, the term of office of members of the Independent Committee will, as a general rule, be until the conclusion of the ordinary general meeting of shareholders relating to the final fiscal year ending within three years after the conclusion of the Ordinary General Meeting of Shareholders. |
— | The Independent Committee shall make decisions on the matters listed below and make recommendations to the Board of Directors containing the details of and reasons for the recommendation. Respecting such recommendations of the Independent Committee to the maximum extent, the Board of Directors shall make decisions as an organization under the Companies Act. Each member of the Independent Committee and each director of the Company must make such decisions solely with a view to whether or not the corporate value of the Group and the common interests of its shareholders will be enhanced, and they must not serve the purpose of their own interests or those of the management of the Company. |
(a) | The implementation or non-implementation of the gratis allotment of Share Options. |
(b) | The cancellation of the gratis allotment of Share Options or the gratis acquisition of Share Options. |
(c) | Any other matters that are for determination by the Board of Directors in respect to which it has consulted the Independent Committee. |
— | In addition to the matters prescribed above, the Independent Committee shall conduct the matters listed below. |
(a) | Determining whether the Acquisitions should be made subject to the Plan. |
(b) | Determining the information that the Acquirer and the Board of Directors should provide to the Independent Committee, and the deadline for the provision of that information. |
(c) | Examination and consideration of the terms of the Acquirer’s Acquisitions. |
(d) | Direct or indirect discussion and negotiation with the Acquirer. |
(e) | Request for an alternative proposal to the Board of Directors and consideration of the alternative proposal. |
(f) | Determination for extension of the Independent Committee Consideration Period. |
(g) | Approval of revision or amendment of the Plan. |
(h) | Determination whether or not takeover defense measures other than the Plan should be introduced. |
(i) | Any other matters that the Plan prescribes that the Independent Committee may conduct. |
(j) | Any matters that the Board of Directors separately determines that the Independent Committee may conduct. |
— | The Independent Committee may, at the Company’s expense, obtain the advice of financial advisers, certified public accountants, lawyers, certified public tax accountants, consultants and other experts) and conduct similar actions. |
— | As a general rule, resolutions of meetings of the Independent Committee shall pass with a majority when all of the members of the Independent Committee are in attendance (including attendance via video conference or telephone conference; hereinafter the same). However, in unavoidable circumstances a resolution may pass with a majority of voting rights when a majority of the members of the Independent Committee are in attendance. |
Kohshi Murakami
|
Outside Director of the Company
|
|
Date of Birth
|
February 8, 1940
|
|
Background
|
Mar. 1965
|
Obtained Masters degree from Graduate School of Law, Kyoto University
|
Apr. 1967
|
Appointed as assistant judge, Tokyo District Court
|
|
Apr. 1999
|
Appointed as Presiding Justice of the Division, Tokyo High Court
|
|
Feb. 2005
|
Retired
|
|
Apr. 2005
|
Employed as Professor, Graduate School of Law, Kyoto University
|
|
Jun. 2005
|
Joined TMI Associates as Special Counsel (current position)
|
|
Nov. 2005
|
Appointed as Outside Corporate Auditor of SANEI-INTERNATIONAL CO., LTD.
|
|
Apr. 2008
|
Employed as Visiting Professor, Graduate School, Yokohama National University
|
|
May 2008
|
Appointed as Member of the Independent Committee of the Company (current position)
|
|
Jun. 2008
|
Appointed as Outside Director of the Company (current position)
|
|
Apr. 2010
|
Employed as Professor, Juris Doctor’s Program, Daito Bunka University
|
* | Mr. Murakami is an outside director. Mr. Murakami does not have any special interest in the Company. The Company notified the Tokyo Stock Exchange and the Nagoya Stock Exchange that Mr. Murakami is an independent director of the Company. |
Shinichiro Shibasaki
|
Outside Corporate Auditor of the Company
|
|
Date of Birth
|
December 2, 1958
|
|
Background
|
Mar. 1981
|
Graduated from Faculty of Law, Chuo University
|
Apr. 1989
|
Registered as attorney-at-law
|
|
Joined Inami and Ota
|
||
Apr. 1993
|
Inami and Ota changed its name to Inami, Ota and Shibasaki (Partner)
|
|
Oct. 2010
|
Became member of Dispute Resolution Committee of The General Insurance Association of Japan (current position)
|
|
May 2011
|
Inami, Ota and Shibasaki changed its name to Law Office Juricom (Partner) (current position)
|
|
Apr. 2012
|
Employed as Part-time Professor, Tokai University School of Medicine
|
|
Jun. 2014
|
Appointed as Outside Corporate Auditor of the Company (current position)
|
|
Apr. 2015
|
Employed as Visiting Professor, Tokai University School of Medicine (current position)
|
* | Mr. Shibasaki is an outside corporate auditor. Mr. Shibasaki does not have any special interest in the Company. The Company notified the Tokyo Stock Exchange and the Nagoya Stock Exchange that Mr. Shibasaki is an independent corporate auditor of the Company. |
Takehiko Nagasaki
|
||
Date of Birth
|
May 31, 1943
|
|
Background
|
Mar. 1967
|
Graduated from Meiji University School of Law
|
Jan. 1969
|
Joined Tokyo Daiichi Certified Public Accountant Office
|
|
Aug. 1971
|
Registered as certified public accountant
|
|
Jul. 1988
|
Joined Showa Ota & Co.
|
|
May 1989
|
Became Partner at Showa Ota & Co.
|
|
Apr. 2000
|
Appointed as Executive Director of Century Ota Showa & Co. (now Ernst & Young ShinNihon LLC)
|
|
May 2006
|
Appointed as Vice CEO at Century Ota Showa & Co.
|
|
Aug. 2008
|
Appointed as Senior Advisor at Century Ota Showa & Co.
|
|
Jun. 2009
|
Appointed as Outside Corporate Auditor of SAN-AI OIL Co., Ltd. (current position)
|
|
Jul. 2009
|
Established and became Partner at Takehiko Nagasaki Certified Public Accountant Office (current position)
|
|
Sep. 2009
|
Appointed as Member of the Independent Committee of the Company (current position)
|
|
Apr. 2010
|
Appointed as Auditor of National Cancer Center
|
|
Appointed as Auditor of National Center of Neurology and Psychiatry
|
||
Oct. 2016
|
Appointed as Outside Corporate Auditor of Dai-ichi Life Insurance Company, Limited (current position)
|
|
Concurrent positions
|
Outside Corporate Auditor of SAN-AI OIL Co., Ltd.
|
|
Outside Corporate Auditor of Dai-ichi Life Insurance Company, Limited
|
* | Mr. Nagasaki does not have any special interest in the Company. |
Company Name:
|
MINEBEA MITSUMI Inc.
|
|
Representative:
|
Yoshihisa Kainuma
|
|
Representative Director,
|
||
President and Chief Executive Officer
|
||
(Code No. 6479, TSE Div. No.1)
|
||
Contact:
|
Tatsuo Matsuda
|
|
Managing Executive Officer
|
||
Telephone:
|
+81-(0)3-6758-6711
|
(i) |
the Company determined that a Shareholders Meeting (defined in (f) of III.3.1, ‘Procedures for Triggerring the Plan’ below; hereinafter the same) is in principle required to be held when triggering the takeover defense measures; and
|
(ii) |
other stylistic changes in terms and the like.
|
I.
|
Basic Policy regarding Persons Who Control Decisions on the Company’s Financial and Business Policies
|
II. |
The Source of the Group’s Corporate Value and Special Measures to Realize the Basic Policy
|
1. |
The Source of the Group’s Corporate Value
|
2. |
Measures to Ensure and Enhance Corporate Value and, in turn, the Common Interests of Shareholders
|
(i) |
a company for which employees feel proud to work;
|
(ii) |
a company that is trusted by customers;
|
(ii) |
delivering on shareholders’ expectations;
|
(iv) |
a company that is welcomed by the community; and
|
(v) |
contributing to the international society.
|
(i) |
Maintenance of an Organ for Making Decisions regarding Management and Executing Operations
|
(ii) |
Enhancement of Internal Control System
|
III. |
Measures to Prevent Decisions on the Company’s Financial and Business Policies from being Controlled by Persons Deemed Inappropriate Under the Basic Policy
|
1. |
Purpose of the Renewal
|
2.
|
Plan Outline
|
3.
|
Plan Details
|
3.1
|
Procedures for Triggering the Plan
|
(a) |
Targeted Acquisitions
|
(i) |
A purchase or other acquisition that would result in the holding ratio of share certificates, etc. (kabuken tou hoyuu wariai)1 of a holder (hoyuusha)2 totaling at least 20% of the share certificates, etc. (kabuken tou)3 issued by the Company; or
|
(ii) |
A tender offer (koukai kaitsuke)4 that would result in the party conducting the tender offer’s ownership ratio of share certificates, etc. (kabuken tou shoyuu wariai)5 and the ownership ratio of share certificates, etc. of a person having a special relationship (tokubetsu kankei-sha)6 totaling at least 20% of the share certificates, etc. (kabuken tou)7 issued by the Company.
|
(i) |
Details (including name, capital relationship, financial position, operation results, details of violation of laws or ordinances in the past (if any), and terms of any previous transactions which are similar to the Acquisition or involving the share certificates, etc. of the Company) of the Acquirer and its group (including joint holders,8 persons having a special relationship and persons having a special relationship with a person in relation to whom the Acquirer is the controlled corporation9).10
|
(ii) |
The purpose, method and specific terms of the Acquisition (including the amount and type of consideration, the timeframe, the scheme of any related transactions, the legality of the Acquisition method, and the feasibility of the Acquisition).
|
(iii) |
The amount and basis for the calculation of the purchase price of the Acquisition.
|
(iv) |
Financial support for the Acquisition (including the names of providers of funds (including all indirect providers of funds) for the Acquisition, financing methods and the terms of any related transactions, etc.).
|
(v) |
Details of communications regarding the Acquisition with a third party (if any).
|
(vi) |
Post-Acquisition management policy, administrative organization, business plan, and capital, and dividend policies for the Group.
|
(vii) |
Post-Acquisition policies for the Company’s shareholders (other than the Acquirer), employees, business partners, and clients of the Group, and other stakeholders of the Company.
|
(viii) |
Specific information on the possibility of infringement by the Acquirer of any law or regulation in Japan or overseas (including the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade and competition laws in foreign countries).
|
(ix) |
Specific measures to avoid any conflict of interest with other shareholders in the Company if such conflict of interest were to arise.
|
(x) |
Information on whether the Acquirer is an anti-social force (including an anti-market force (han shijyo seiryoku); hereinafter the same) and any relationship with an anti-social force.
|
(xi) |
Any other information that the Independent Committee reasonably considers necessary.
|
(d) |
Consideration of Acquisition Terms, Negotiation with the Acquirer, and Consideration of an Alternative Proposal
|
(i)
|
Request to the Company’s Board of Directors for the Provision of Information
|
(ii)
|
Independent Committee Consideration
|
(e)
|
Procedures for Recommendations by the Independent Committee
|
(A) |
The Acquirer withdraws the Acquisition or the Acquisition otherwise ceases to exist after the recommendation.
|
(B) |
There is no longer any Trigger Event due to a change or the like in the facts or other matters on which the recommendation decision was made.
|
(f) |
Convocation of a Shareholders Meeting
|
(g) |
Resolutions by the Board of Directors
|
(h) |
Information Disclosure
|
3.2 |
Requirements for the Gratis Allotment of Share Options
|
(a) |
An Acquisition that threatens to cause obvious harm to the corporate value of the Group and, in turn, the common interests of its shareholders through any of the following actions:
|
(i) |
A buyout of share certificates, etc. to require such share certificates, etc. to be compulsorily purchased by the Company or the Company’s affiliates or other related parties at a high price.
|
(ii) |
Management that achieves an advantage for the Acquirer to the detriment of the Company, such as temporary control of the Group’s management for the low-cost acquisition of the Group’s material assets.
|
(iii) |
Diversion of the Group’s assets to secure or repay debts of the Acquirer or its group company.
|
(iv) |
Temporary control of the Company’s management to bring about the disposal of high-value assets that have no current relevance to the Group’s business and declaring temporarily high dividends from the profits of the disposal, or selling the shares at a high price taking advantage of the opportunity afforded by the sudden rise in share prices created by the temporarily high dividends.
|
(b) |
Certain Acquisitions that threaten to effectively coerce shareholders into selling shares, such as coercive two-tiered tender offers (meaning acquisitions of shares including tender offers, in which no offer is made to acquire all shares in the initial acquisition, and acquisition terms for the second stage are set that are unfavorable or unclear).
|
(c) |
Acquisitions to which the terms (including the amount and type of consideration, timeframe of the Acquisition, legality of the Acquisition method, feasibility of the Acquisition being effected, post-Acquisition management policy and business plan, and policies dealing with the Group’s other shareholders, clients, business partners, and other stakeholders of the Group after the Acquisition) are inadequate or inappropriate in light of the Group’s intrinsic value.
|
(d) |
Acquisitions that materially threaten to oppose the corporate value of the Group or the common interests of shareholders, by damaging technological abilities and production capacity, and relationships with the Group’s clients, and business partners, which are indispensable to the generation of the Group’s corporate value.
|
3.3 |
Outline of the Gratis Allotment of Share Options
|
(a)
|
Number of Share Options
|
(b)
|
Shareholders Eligible for Allotment
|
(c) |
Effective Date of Gratis Allotment of Share Options
|
(d) |
Number of Shares to be Acquired upon Exercise of the Share Options
|
(e)
|
Amount to be Contributed upon Exercise of Share Options
|
(f)
|
Exercise Period of the Share Options
|
(g)
|
Conditions for Exercise of Share Options
|
(I) |
Specified Large Holders;13
|
(II) |
Joint holders of Specified Large Holders;
|
(III) |
Specified Large Purchasers;14
|
(IV) |
Persons having a special relationship with Specified Large Purchasers;
|
(V) |
Any transferee of, or successor to, the Share Options of any party falling under (I) through (IV) without the approval of the Company’s board of directors; or
|
(VI) |
Any Affiliated Party15 of any party falling under (I) through (V).
|
(h)
|
Restriction on Assignment of Share Options
|
(i)
|
Acquisition of Share Options by the Company
|
(i) |
At any time on or before the date immediately prior to the Exercise Period Commencement Date, if the Company’s board of directors deems that it is appropriate for the Company to acquire the Share Options, the Company may, on a day separately determined by the Company’s board of directors, acquire all of the Share Options for no consideration.
|
(ii) |
On a date separately determined by the Company’s board of directors, the Company may acquire all of the Share Options that have not been exercised before or on the business day immediately prior to such date determined by the Company’s board of directors, that are held by parties other than Non-Qualified Parties (if any) and, in exchange, deliver shares in the Company in the number equivalent to the Applicable Number of Shares for each Share Option. In addition, if, on or after the date upon which the acquisition takes place, the Company’s board of directors recognizes the existence of any party holding Share Options other than Non-Qualified Parties, the Company may, on a date determined by the Company’s board of directors that falls after the date upon which the acquisition described above takes place, acquire all of the Share Options held by that party that have not been exercised by or on the business day immediately prior to such date determined by the Company’s board of directors (if any) and, in exchange, deliver shares in the Company in the number equivalent to the number of the Applicable Number of Shares for each Share Option. The same will apply thereafter.
|
4.1 |
Impact on Shareholders and Investors Upon Renewal
|
4.2 |
Impact on Shareholders and Investors at the Time of the Gratis Allotment of Share Options
|
(i)
|
Procedures for Shareholders upon Gratis Allotment of Share Options
|
(ii)
|
Procedures for Exercising Share Options
|
(iii)
|
Procedures for the Acquisition of Share Options by the Company
|
IV. |
Decisions and Reasoning by the Company’s Board of Directors regarding Above Measures
|
1. |
Decisions and Reasoning regarding the Special Measures to Realize the Basic Policy (measures set out in II above)
|
2. |
Decisions and Reasoning regarding the Measures to Prevent Decisions on the Company’s Financial and Business Policies from being Controlled by a Person Viewed as Inappropriate under the Basic Policy (measures set out in III above)
|
2.1 |
The Plan Fully Satisfies the Basic Policy
|
2.2 |
The Plan is not Detrimental to the Common Interests of the Shareholders and does not Aim to Maintain the Positions of Directors and Corporate Auditors of the Company
|
(i)
|
Satisfying the Requirements of the Guidelines for Takeover Defense Measures
|
• |
ensuring and enhancing the corporate value and shareholders’ common interests;
|
• |
prior disclosure and respect for shareholder intent; and
|
• |
ensuring necessity and reasonableness.
|
(ii)
|
Placing High Value on the Intent of Shareholders
|
(iii)
|
Disclosure of information and emphasis on the decisions by independent parties such as outside directors
|
(iv)
|
Establishment of Reasonable and Objective Requirements
|
(v)
|
Obtaining the Advice of Third-Party Experts
|
(vi)
|
No Dead-Hand or Slow-Hand Takeover Defense Measures
|
・
|
The Independent Committee shall be established by resolution of the Company’s board of directors.
|
・
|
There shall be no less than three members of the Independent Committee, and the Company’s board of directors shall elect the members from (i) outside directors of the Company (including those who are scheduled to be elected), (ii) outside corporate auditors of the Company (including those who are scheduled to be elected) and (iii) other outside experts who are independent from the management that executes the business of the Company. However, such experts must be experienced corporate managers, former government employees, parties with knowledge of the investment banking industry, lawyers, certified public accountants, certified public tax accountants, researchers whose research focuses on the Companies Act or the like, or parties of similar qualifications, and must have executed with the Company an agreement separately specified by the Company’s board of directors that contains a provision obligating them to exercise the duty of care of a good manager or similar provision.
|
・
|
Unless otherwise determined by a resolution of the Company’s board of directors, the term of office of members of the Independent Committee will be until the conclusion of the ordinary general meeting of shareholders relating to the final fiscal year ending within three years after the conclusion of the Ordinary General Meeting of Shareholders. However, the term of office of any member of the Independent Committee who is an outside director or outside corporate auditor shall end at the same time they cease to be a director or corporate auditor (except in the case of their re-appointment).
|
・
|
The Independent Committee shall make decisions on the matters listed below and make recommendations to the Company’s board of directors containing the details of and reasons for the recommendation. Respecting such recommendations of the Independent Committee to the maximum extent, the Company’s board of directors shall make decisions as an organization under the Companies Act. Each member of the Independent Committee and each director of the Company must make such decisions solely with a view to whether or not the corporate value of the Group and the common interests of its shareholders will be enhanced, and they must not serve the purpose of their own interests or those of the management of the Company.
|
(a)
|
The implementation or non-implementation of the gratis allotment of Share Options.
|
(b)
|
The cancellation of the gratis allotment of Share Options or the gratis acquisition of Share Options.
|
(c)
|
Any other matters that are for determination by the Company’s board of directors in respect to which it has consulted the Independent Committee.
|
・
|
In addition to the matters prescribed above, the Independent Committee shall conduct the matters listed below.
|
(a)
|
Determining whether the Acquisitions should be made subject to the Plan.
|
(b)
|
Determining the information that the Acquirer and the Company’s board of directors should provide to the Independent Committee, and the deadline for the provision of that information.
|
(c)
|
Examination and consideration of the terms of the Acquirer’s Acquisitions.
|
(d)
|
Direct or indirect discussion and negotiation with the Acquirer.
|
(e)
|
Request for an alternative proposal to the Company’s board of directors and consideration of the alternative proposal.
|
(f)
|
Determination for extension of the Independent Committee Consideration Period.
|
(g)
|
Approval of revision or amendment of the Plan.
|
(h)
|
Determination whether or not takeover defense measures other than the Plan should be introduced.
|
(i)
|
Any other matters that the Plan prescribes that the Independent Committee may conduct.
|
(j)
|
Any matters that the Company’s board of directors separately determines that the Independent Committee may conduct.
|
・
|
If the Independent Committee decides that the details stated in the Acquisition Document are inadequate as Essential Information, it may request that the Acquirer provide additional information. Further, if the Independent Committee receives from the Acquirer the Acquisition Document and any additional information that it requests, it may request that the Company’s board of directors provide within a certain period an opinion regarding the terms of the Acquisition by the Acquirer and materials supporting that opinion, an alternative proposal (if any), and any other information that the Independent Committee may consider necessary from time to time.
|
・
|
If it is necessary in order to have the terms of the Acquirer’s Acquisition improved from the standpoint of ensuring and enhancing the corporate value of the Group and, in turn, the common interests of its shareholders, the Independent Committee shall either directly or indirectly discuss and negotiate with the Acquirer, or present to shareholders the alternative plan of the Company’s board of directors or conduct any similar action.
|
・
|
In order to collect the necessary information, the Independent Committee may request the attendance of a director, corporate auditor or employee of the Company, or any other party that the Independent Committee considers necessary, and may require explanation of any matter it requests.
|
・
|
The Independent Committee may, at the Company’s expense, obtain the advice of financial advisers, certified public accountants, lawyers, certified public tax accountants, consultants and other experts) and conduct similar actions.
|
・
|
Any member of the Independent Committee may convene a meeting of the Independent Committee when an Acquisition arises, or at any other time.
|
・
|
As a general rule, resolutions of meetings of the Independent Committee shall pass with a majority when all of the members of the Independent Committee are in attendance (including attendance via video conference or telephone conference; hereinafter the same). However, in unavoidable circumstances a resolution may pass with a majority of voting rights when a majority of the members of the Independent Committee are in attendance.
|
Kohshi Murakami
|
Outside Director of the Company
|
March 1965
|
Obtained Masters degree from Graduate School of Law, Kyoto University
|
April 1967
|
Appointed as assistant judge, Tokyo District Court
|
April 1999
|
Appointed as Presiding Justice of the Division, Tokyo High Court
|
February 2005
|
Retired
|
April 2005
|
Employed as Professor, Graduate School of Law, Kyoto University
|
June 2005
|
Joined TMI Associates as Special Counsel (current position)
|
November 2005
|
Appointed as Outside Corporate Auditor of SANEI-INTERNATIONAL CO., LTD.
|
April 2008
|
Employed as Visiting Professor, Graduate School, Yokohama National University
|
May 2008
|
Appointed as Member of the Independent Committee of the Company (current position)
|
June 2008
|
Appointed as Outside Director of the Company (current position)
|
April 2010
|
Employed as Professor, Juris Doctor’s Program, Daito Bunka University
|
Shinichiro Shibasaki
|
Outside Corporate Auditor of the Company
|
March 1981
|
Graduated from Faculty of Law, Chuo University
|
April 1989
|
Registered as attorney-at-law
Joined Inami and Ota |
April 1993
|
Inami and Ota changed its name to Inami, Ota and Shibasaki (Partner)
|
October 2010
|
Became member of Dispute Resolution Committee of The General Insurance Association of Japan (current position)
|
May 2011
|
Inami, Ota and Shibasaki changed its name to Law Office Juricom (Partner) (current position)
|
April 2012
|
Employed as Part-time Professor, Tokai University School of Medicine
|
June 2014
|
Appointed as Outside Corporate Auditor of the Company (current position)
|
April 2015
|
Employed as Visiting Professor, Tokai University School of Medicine (current position)
|
March 1967
|
Graduated from Meiji University School of Law
|
January 1969
|
Joined Tokyo Daiichi Certified Public Accountant Office
|
August 1971
|
Registered as certified public accountant
|
July 1988
|
Joined Showa Ota & Co.
|
May 1989
|
Became Partner at Showa Ota & Co.
|
April 2000
|
Appointed as Executive Director of Century Ota Showa & Co.
(now Ernst & Young ShinNihon LLC) |
May 2006
|
Appointed as Vice CEO at Century Ota Showa & Co.
|
August 2008
|
Appointed as Senior Advisor at Century Ota Showa & Co.
|
June 2009
|
Appointed as Outside Corporate Auditor of SAN-AI OIL Co., Ltd. (current position)
|
July 2009
|
Established and became Partner at Takehiko Nagasaki Certified Public Accountant Office (current position)
|
September 2009
|
Appointed as Member of the Independent Committee of the Company (current position)
|
April 2010
|
Appointed as Auditor of National Cancer Center
|
Appointed as Auditor of National Center of Neurology and Psychiatry
|
|
October 2016
|
Appointed as Outside Corporate Auditor of The Dai-ichi Life Insurance Company, Limited (current position)
|
Concurrent positions
|
Outside Corporate Auditor of SAN-AI OIL Co., Ltd., Outside Corporate Auditor of The Dai-ichi Life Insurance Company, Limited
|
Name of Shareholders
|
Number of Shares Held (thousand shares)
|
Percentage of Shares Owned to the Total Number of Outstanding Shares
|
||||||
The Master Trust Bank of Japan, Ltd.
(Trust Account)
|
31,045
|
7.26
|
||||||
Japan Trustee Services Bank, Limited
(Trust Account)
|
22,885
|
5.35
|
||||||
Takahashi Industrial and Economic Research Foundation
|
15,447
|
3.61
|
||||||
Sumitomo Mitsui Trust Bank, Limited
|
15,413
|
3.60
|
||||||
Japan Trustee Services Bank, Limited
(Trust Account 4)
|
13,860
|
3.24
|
||||||
Sumitomo Mitsui Banking Corporation
|
10,223
|
2.39
|
||||||
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
|
10,181
|
2.38
|
||||||
Keiaisha Co., Ltd.
|
10,100
|
2.36
|
||||||
THE CHASE MANHATTAN BANK 385036
|
6,944
|
1.62
|
||||||
Japan Trustee Services Bank, Limited
(Trust Account 5)
|
6,683
|
1.56
|
Company Name:
|
MINEBEA MITSUMI Inc.
|
|
Representative:
|
Yoshihisa Kainuma
|
|
Representative Director,
|
||
President and Chief Executive Officer
|
||
(Code No. 6479 TSE Div. No. 1)
|
||
Contact:
|
Takayuki Ishikawa
|
|
General Manager
|
||
Corporate Communications Office
|
||
Phone:
|
+81-(0)3-6758-6703
|
1.
|
Type of shares repurchased:
|
Shares of common stock of MINEBEA MITSUMI Inc.
|
2.
|
Aggregate number of shares repurchased:
|
0 shares
|
3.
|
Aggregate amount of repurchase:
|
0 yen
|
4.
|
Period of repurchase:
|
From May 1, 2017 to May 31, 2017
|
1.
|
Details of the resolution on the repurchase of own shares at the Board Meeting on February 13, 2017
|
||
|
(1)
|
Type of shares to be repurchased:
|
Shares of common stock of MINEBEA MITSUMI Inc.
|
|
(2)
|
Aggregate number of shares to be repurchased:
|
Up to a maximum of 12 million shares
(Ratio of aggregate number of shares to be repurchased to number of shares outstanding (excluding treasury shares): 2.82%) |
|
(3)
|
Aggregate amount of repurchase:
|
Up to a maximum of 15 billion yen
|
|
(4)
|
Period of repurchase:
|
From February 14, 2017 to September 22, 2017
|
2.
|
Cumulative total of own shares repurchased in accordance with the above resolution
|
||
|
(1)
|
Aggregate number of shares repurchased:
|
0 shares
|
|
(2)
|
Aggregate amount of repurchase:
|
0 yen
|
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