General Meeting of Shareholders - Reference Documents and Procedure

Transcription

1 Securities Code: 8793 June 5, 2008 To Our Shareholders: Notice of the Convocation of the 38 th Ordinary General Meeting of Shareholders Please be advised that the 38th Ordinary General Meeting of Shareholders of NEC Leasing, Ltd. (the Company) will be held as follows, and we would be grateful if you could attend the Meeting. In case you cannot attend the Meeting, you can exercise your voting rights either via postal mail or via Internet. Please review the attached Reference Documents for the General Meeting of Shareholders and follow the procedures indicated next page to exercise your voting rights by 4 p.m. on Tuesday June 24, Yours sincerely, Tomoyuki Kato, President NEC Leasing, Ltd Shiba 5-chome, Minato-ku, Tokyo 1. Date and Time: Wednesday, June 25, 2008, from 10 a.m. 2. Venue: Botan on the 3 rd floor of Mielparque-Tokyo, , Shibakouen, Minato-ku, Tokyo 3. Purpose: Matters to be reported: 1. Business report, consolidated financial statements, and the results of auditing consolidated financial statements by the Accounting Auditor and the Board of Corporate Auditors for the 38th term (from April 1, 2007 to March 31, 2008) 2. Financial statements for the 38th term (from April 1, 2007 to March 31, 2008) Matters to be resolved: Proposal 1 Proposal 2 Proposal 3 Proposal 4 Proposal 5 Partial Amendments to the Articles of Association Election of Six (6) Directors Election of Two (2) Corporate Auditors Election of One (1) Substitute Corporate Auditor Election of the Accounting Auditor - 1 -

2 4. Information for exercising voting rights (1) In case of exercising voting rights by mail Please indicate either for or against the proposals on the enclosed voting rights exercise form and send the form by mail to arrive no later than 4 p.m. on Tuesday, June 24, (2) In case of exercising voting rights through the Internet Please cast a vote through the Internet by 4 p.m. on Tuesday, June 24, (Notes) 1 If you attend the meeting in person, please submit the enclosed voting rights exercise form to the reception desk of the meeting. If you cannot attend the meeting, you can delegate the exercise of your voting rights to another shareholder of the Company, as a proxy, who also owns voting rights. In this case, you are requested to submit a written power of attorney to the Company in advance. 2 Any revisions to the reference documents for the general meeting of shareholders, business report and consolidated financial statements will be sent the revised content by mail or posted in the Company s website (

3 Reference Documents for the General Meeting of Shareholders Proposal 1: Partial Amendments to the Articles of Association 1. Reasons for the Amendments With a view to conversion to and building of a new business model based on the Mid-Term Business Plan formulated in March of this year that diverts from the conventional sale and financing activities of the Company centered on leasing, the Company is proposing a change of its name in order to provide solutions for the various managerial resources of its valued customers and contribute to their development and develop its business. From November 30, 2008, the 30th anniversary of the Company s foundation, the name of the Company is to be changed to NEC Capital Solutions Limited and Article 1 of the Articles of Association is to be changed in this connection. A supplemental provision is to be added indicating the date from which the change will take effect. 2. Details of the Amendments The following are details of the Amendments. Current Articles of Incorporation Article 1. (Trade Name) The name of the Company shall be NEC Leasing, Ltd. (Underlined portions indicate the Amendments) Proposed Amendments Article 1. (Trade name) The name of the Company shall be NEC Capital Solutions Limited. Supplementary Provision Amendment to Article 1. (Trade Name) is to be implemented on November 30, 2008 and this provision shall be deleted after the change take effect

4 Proposal 2: Election of Six (6) Directors At the close of this General Meeting of Shareholders, the terms of office for all seven (7) No Directors will expire. We propose the following six (6) candidates for Director be elected. The candidates for Director are as follows: Name (Date of birth) Tomoyuki Kato (January 1, 1945) Shigeho Tanaka (January 6, 1952) Shigehiko Yamamoto (August 1, 1947) Hirofumi Domyo (April 10, 1960) Brief personal profile, position and responsibilities in the Company and position held in other companies Apr Jul Jan Jun Apr Jun Apr Apr Apr Oct Oct Apr Jun Apr Jun Jun Jun Apr Jun Mar Jun Sep Apr Oct Oct Jun Joined The Sumitomo Bank, Limited Vice President of the headquarters, The Sumitomo Bank, Limited Joined NEC Corporation Vice President, NEC Corporation Member of the Board of NEC Leasing, Ltd. Associate Senior Vice President of NEC Corporation President & Representative Director of NEC Leasing, Ltd. (incumbent) Joined NEC Corporation General Manager of Business PC Operations, Partner Business Operations Unit, NEC Corporation Vice President of NEC Corporation Executive General Manager of Partner Business Operations Unit, NEC Corporation Executive General Manager of PB Sales Operations Unit, NEC Corporation Senior Executive Officer, NEC Leasing, Ltd. Member of the Board and Senior Executive Officer, NEC Leasing, Ltd. (incumbent) Joined Nomura Securities Co., Ltd. Director of Nomura Securities Co., Ltd. Director of JAFCO Co., Ltd. Managing Director of JAFCO Co., Ltd. President & CEO of JAFCOVEN Co., Ltd. Managing and Operating Director of JAFCO Co., Ltd. Management general manager of JAFCO Co., Ltd. Member of the Board of NEC Leasing, Ltd. (incumbent) President of Executive Partners, Ltd. (incumbent) Joined NEC Corporation Manager of Corporate Finance Office, Corporate Finance and IR Division, NEC Corporation Department Manager of Corporate Finance Office, Corporate Finance and IR Division, NEC Corporation (incumbent) Member of the Board, NEC Leasing, Ltd. (incumbent) Number of Company shares held 10,300 1,

5 No. 5* 6* Name (Date of birth) Hidetaka Itahashi (September 22, 1953) Manabu Kinoshita (May 17, 1954) Brief personal profile, position and responsibilities in the Company and position held in other companies Apr Apr Jul Oct May 2002 Aug Sep Apr Apr Apr Apr Apr Apr Joined The Sumitomo Bank, Limited Manager of Corporate Business Department, The Sumitomo Bank, Limited Manager of Tokyo First Sales Department, SB Leasing Co., Ltd. Council of Operation Planning Department, SB Leasing Co., Ltd. Manager of Nagoya First Sales Department, SB Leasing Co., Ltd. Vice President of Headquarters, SB Auto Leasing Co., Ltd. President of Mazda Auto Leasing Company, Limited Advisor of NEC Leasing, Ltd. (incumbent) Joined NEC Corporation Deputy Executive General Manager of 3rd Solutions Sales Operations Unit, NEC Corporation Deputy Executive General Manager of 5th Solutions Operations Unit, NEC Corporation Executive General Manager of Distribution and Service Industries Solutions Operations Unit, NEC Corporation Associate Senior Vice President of NEC Corporation (incumbent) Number of Company shares held 1,000 Notes 1. There are no conflicts of interest existing between the candidates and the Company. 2. * denotes new candidates. 3. Shigehiko Yamamoto and Manabu Kinoshita are candidates for Outside Director. 4. Reasons to elect the candidates for Outside Director, independence as Outside Directors and limited liability agreements with Outside Directors (1) Reasons to elect the candidates for Outside Director and their independence 1) We propose that Mr. Shigehiko Yamamoto be elected as Outside Director as we expect him to use for the good of the Company his deep insight in the financial business field and abundant experience in corporate management. Mr. Yamamoto is currently serving as Outside Director at the Company and his term of office as Outside Director shall be 1 year at the close of the General Meeting of Shareholders. Also, he has never served as an operating officer of the Company or any of the business operators that have specific relations with the Company in the past five years. 2) We propose that Mr. Manabu Kinoshita be elected as Outside Director to use for the good of the Company his high level of knowledge and wealth of corporate management experience in the field of ICT business. He is also an employee of NEC Corporation, a business operator that has specific relations with the Company

6 3) The Outside Director candidates do not plan to receive a substantial amount of money or other asset (except remunerations as a Director and employee) from the Company or the business operators that have specific relations with the Company. And neither of them has received such in the past two years. 4) The Outside Director candidates are not the spouse, blood relatives within the third degree of kinship or any equivalent person of any operating officer of the Company or the business operators that have specific relations with the Company. (2) Facts purporting to the occurrence of the improper execution of duties while in office, preventive measures taken against and ways to deal with same after their occurrence There are no facts purporting to any improper execution of duties by Mr. Shigehiko Yamamoto. (3) Limited liability agreements with Outside Directors In an attempt to secure capable personnel, the Company specifies in the current Articles of Incorporation that it can conclude agreements with Outside Directors to limit their liability for damages to a certain amount. In accordance with this provision, the Company concluded a limited liability agreement with Mr. Shigehiko Yamamoto and has a plan to conclude the agreement with Mr. Manabu Kinoshita if elected as Outside Directors. An outline of the agreement is as follows. In the event the Company incurs damages as a result of negligence committed on the part of an Outside Director in the performance of duties, the amount of liability shall be the minimum amount stipulated in Article 427, Paragraph 1 of the Corporation Law. Liability shall be limited only in the case an Outside Director acts in good faith and is not grossly negligent in the performance of duties

7 Proposal 3: Election of Two (2) Corporate Auditors At the close of this General Meeting of Shareholders, the term of office of Corporate Auditor Takao Kaneko will expire and Corporate Auditor Eiji Tsunoda will resign. Accordingly, we propose the following two (2) candidates for Corporate Auditor be elected. The Board of Corporate Auditors has already approved this proposal. The candidates for Corporate Auditor are as follows: No. 1 2* Name (Date of birth) Takao Kaneko (April 26, 1950) Toshio Matsushita (October 6, 1952) Brief personal profile, position and responsibilities in the Company and position held in other companies Apr Joined NEC Corporation Oct Manager of affiliated Companies Operation Department, NEC Corporation Jun Corporate Auditor of NEC Leasing, Ltd. (incumbent) Apr General Manager of Corporate Auditing Bureau, NEC Corporation Jun Executive General Manager of Corporate Auditing Bureau, NEC Corporation (incumbent) (Position Held in Other Companies) President of Japan Patent Keeping, Ltd. Apr Joined NEC Corporation Jul Jul Apr Apr Mar Apr Assistant General Manager of Second Sales Department, NEC Leasing, Ltd. Manager of Planning, Management Efficiency Unit, NEC Leasing, Ltd. General Manager of Corporate Planning Division, NEC Leasing, Ltd. General Manager of NEC Group Business Division, NEC Leasing, Ltd. General Manager of Auditing Division, NEC Leasing, Ltd. Senior Inspector, NEC Leasing, Ltd. (incumbent) Number of Company shares held Notes 1. There are no conflicts of interest existing between the candidates and the Company. 2. * denotes new candidates. 3. Takao Kaneko is a candidate for Outside Corporate Auditor. 4. Reasons to elect the Outside Corporate Auditor, independence as Outside Corporate Auditor and limited liability agreement Outside Corporate Auditors (1) Reasons to elect the Outside Corporate Auditor and his independence 1) Mr. Takao Kaneko has been working at NEC Corporation for many years in its accounting and auditing departments and we believe that he is able to perform his duties appropriately as Outside Corporate Auditor due to his specialized perspective in the fields of accounting and auditing. Mr. Kaneko is currently serving as Outside Corporate Auditor and his term of office as Outside Corporate Auditor shall be 4 years at the close of the General Meeting of

8 Shareholders. He is also an employee of NEC Corporation, a business operator that has specific relations with the Company. 2) Mr. Kaneko does not plan to receive a substantial amount of money or other asset (except remunerations as an employee and Corporate Auditor) from the Company or the business operators that have specific relations with the Company nor has he received such in the past two years. 3) Mr. Kaneko is not the spouse, blood relative within the third degree of kinship or any equivalent person with respect to any Operating Officer of the Company or the business operators that have specific relations with the Company. (2) Limited liability agreements with the Outside Corporate Auditor In an attempt to secure capable personnel, the Company specifies in the current Articles of Incorporation that it can conclude agreements with Outside Corporate Auditors to limit their liability for damages to a certain amount. In accordance with this provision, the Company plans to conclude a limited liability agreement with Mr. Takao Kaneko if elected as Outside Corporate Auditor. An outline of the agreement is as follows. In the event the Company incurs damages as a result of negligence committed on the part of an Outside Corporate Auditor in the performance of duties, the amount of liability shall be the minimum amount stipulated in Article 427, Paragraph 1 of the Corporation Law. Liability shall be limited only in the case an Outside Corporate Auditor acts in good faith and is not grossly negligent in the performance of duties

9 Proposal 4: Election of One (1) Substitute Corporate Auditor The term of office for Kaoru Ikenaga, who was elected as Substitute Corporate Auditor at the Ordinary General Meeting of Shareholders held on June 25, 2007, will expire at the opening of this year s the Ordinary General Meeting of Shareholders. Accordingly, we propose that a new Substitute Corporate Auditor be elected. The Board of Corporate Auditors has already approved this proposal. The candidate for Substitute Corporate Auditor is as follows. This individual would serve as substitute for current Outside Corporate Auditor Masayoshi Kyogoku and Corporate Auditor candidate Takao Kaneko. Name (Date of birth) Kaoru Ikenaga (July 22, 1949) Brief personal profile, position and responsibilities in the Company and position held in other companies Apr Apr Apr Apr Jun Joined NEC Corporation Manager of System Integration Promotion Planning Division, NEC Corporation General Manager of Corporate Controller Division, NEC Corporation Vice President, General Manager of Internal Control over Financial Reporting Division and General Manager of Corporate Controller Division, NEC Corporation (incumbent) Substitute Corporate Auditor of NEC Leasing, Ltd. (incumbent) Number of Company shares held Notes 1. There are no conflicts of interest existing between the candidate and the Company. 2. Mr. Kaoru Ikenaga is candidate for Substitute Corporate Auditor. 3. Reasons to elect the Substitute Outside Corporate Auditor, independence as Outside Corporate Auditor and limited liability agreement with Outside Corporate Auditor (1) Reasons to elect the Substitute Outside Corporate Auditor and his independence 1) We propose Mr. Kaoru Ikenaga, who has been engaged in accounting business at NEC Corporation for a long time, be elected Outside Corporate Auditor as we expect him to carry out operations properly as Outside Corporate Auditor from the standpoint of his expert viewpoint as an accountant at the Company. He is currently an employee of NEC Corporation, a business operator that has specific relations with the Company. 2) Mr. Ikenaga does not plan to receive a substantial amount of money or other asset (except remunerations as an employee and Corporate Auditor) from the Company or the business operator that have specific relations with the Company nor has he received such in the past two years. 3) Mr. Ikenaga is not the spouse, blood relative within the third degree of kinship or any equivalent person with respect to any Operating Officer of the Company or the business 0-9 -

10 operators that have specific relations with the Company. (2) Limited liability agreements with Outside Corporate Auditors In an attempt to secure capable personnel, the Company specifies in the current Articles of Incorporation that it can conclude agreements with Outside Corporate Auditors to limit their liability for damages to a certain amount. In accordance with this provision, the Company plans to conclude a limited liability agreement with Mr. Kaoru Ikenaga if elected as Outside Corporate Auditor. An outline of the agreement is as follows. In the event the Company incurs damages as a result of negligence committed on the part of an Outside Corporate Auditor in the performance of duties, the amount of liability shall be the minimum amount stipulated in Article 427, Paragraph 1 of the Corporation Law. Liability shall be limited only in the case an Outside Corporate Auditor acts in good faith and is not grossly negligent in the performance of duties. Proposal 5: Election of Accounting Auditor The Accounting Auditor of the Company, Ernst & Young Shin Nihon will resign due to the expiration of its term as of the close of this Ordinary General Meeting of Shareholders. Accordingly, we propose that a new Accounting Auditor be elected. The Board of Corporate Auditors has already approved this proposal. The candidate for Accounting Auditor is as follows: Name KPMG AZSA & Co. Office Locations Principal office: 1-2 Tsukudo-cho, Shinjuku-ku Tokyo History July 1985 Asahi Shinwa Audit Corporation was formed October 1993 Asahi & Co., was formed with merger of Asahi Shinwa Audit Corporation and Inoue Saito Eiwa Audit Corporation (formed in 1978) January 2004 Asahi & Co., and AZSA & Co., merged and formed KPMG AZSA & Co. Outline Amount of capital: 3,760 million Number of employees (excluding part-time employees): CPA: 1,788 (Representative employee: 258, Employee: 236) Assistant Certified Accountants: 736 Passer of the new CPA certification exam: 926 Other: 1,067 Total: 4,517 Number of clients: 5,