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DYNAM JAPAN HOLDINGS Co., Ltd. — Proxy Solicitation & Information Statement 2013
Aug 15, 2013
51076_rns_2013-08-14_d2de3853-764d-4068-ab97-afcecbd59b18.pdf
Proxy Solicitation & Information Statement
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
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株式会社ダイナムジャパンホールディングス DYNAM JAPAN HOLDINGS Co., Ltd.* (incorporated in Japan with limited liability)
(Stock Code: 06889)
14 August 2013
Yoji Sato, chairman of the Board and executive Director 株式会社ダイナムジャパンホールディングス DYNAM JAPAN HOLDINGS Co., Ltd.* 2-25-1-702 Nishinippori, Arakawa-ku, Tokyo, Japan
CONVOCATION NOTICE OF THE EGM
Dear Shareholders:
NOTICE IS HEREBY GIVEN THAT the EGM of 株式会社ダイナムジャパンホールディ ングス DYNAM JAPAN HOLDINGS Co., Ltd.* (the ‘‘Company’’) will be held as detailed hereinafter, and your attendance is cordially requested.
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Date and time: Tuesday, 10 September 2013 at 10:00 a.m., Japan time (Reception starts at 9:30 a.m.)
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Location: Head Office Building, DYNAM Co., Ltd., 2-27-5 Nishinippori, Arakawa-ku, Tokyo, Japan
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Agenda of the EGM:
Resolutions
First Resolution Proposed Acquisition of 株式会社日本ヒュウマップ HUMAP Japan Co., Ltd. and 株式会社ビジネスパートナ ーズ Business Partners Co., Ltd. (as an ordinary resolution) Second Resolution Proposed Partial Amendments to the Articles of Incorporation (as a special resolution)
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4. Arrangements on attendance and proxy
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(1) Shareholders attending the EGM in person
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. Shareholders will be requested to confirm their identity at the reception. Identities of Shareholders will be confirmed by verifying the Shareholder’s signature against the specimen signature registered with the Company. Please also bring along identification document such as passport or driver’s license.
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(2) Appointment of proxies other than the chairman of the EGM
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. Please complete and sign the proxy form enclosed hereto. The signature on the proxy form will be verified against the specimen signature registered with the Company.
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. Completed and signed proxy forms should be returned to the reception desk of the EGM.
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. Identity of proxies will be verified at the EGM. Please bring along identification document such as passport or driver’s license.
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(3) Appointing the chairman of the EGM as proxy
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. Please complete and sign the proxy form enclosed hereto. The signature on the proxy form will be verified against the specimen signature registered with the Company.
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. Completed and signed proxy forms should be returned by mail to (i) the location of the EGM; or (ii) the Company’s share registrar, Computershare Hong Kong Investors Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the EGM.
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(1) All resolutions set out in this convocation notice will be decided by poll at the EGM in accordance with Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’).
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(2) Shareholders whose names appear on the Company’s share register as at 9 August 2013 shall be deemed to be Shareholders permitted to attend and vote at the EGM.
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(3) Shareholders who intend to cast their votes in different ways (i.e. partly for and partly against a resolution) are requested to notify the Company in writing of their intention to do so and the reason therefor no later than 3 days before the EGM.
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(4) Beneficial owners of the Shares who hold pecuniary interests and voting rights in the Company with respect to the Shares deposited into CCASS and registered in the name of HKSCC Nominees Limited (‘‘HKSCC Nominees’’) (the ‘‘CCASS Beneficial Owners’’) are not recognised as Shareholders under Japanese law. HKSCC Nominees will exercise the entitled voting rights of the CCASS Beneficial Owners in accordance with the predetermined arrangements between HKSCC Nominees and the CCASS Beneficial Owners and the general operational rules of CCASS.
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An announcement and/or supplemental circular will be issued in accordance with the Listing Rules and a notice will be posted on the Company’s website on the Internet in accordance with the Companies Act and the Articles of Incorporation should there be any material changes to the contents and information contained in this convocation notice.
As of the date of this announcement, the executive director of the Company is Mr. Yoji SATO, the non-executive director of the Company is Mr. Noriaki USHIJIMA and the independent non-executive directors of the Company are Mr. Katsuhide HORIBA, Mr. Ichiro TAKANO, Mr. Yukio YOSHIDA, Mr. Mitsutoshi KATO and Mr. Thomas Chun Kee YIP.
- for identification purpose only
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