We hereby announce that our Board of Directors has resolved at a meeting held on November 15 to propose “Partial Amendments to the Articles of Incorporation” to the 38th Annual General Meeting of Shareholders scheduled to be held on December 15, 2022.
Notes
1. Reason for the proposal
The revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) were enforced on September 1, 2022, and the system for providing informational materials for the general meeting of shareholders in electronic format was introduced. Accordingly, the Company proposes to make the following changes to the Articles of Incorporation.
(1) It is now mandatory to stipulate the intention to implement measures to provide the details of reference materials for general meetings of shareholders in electronic format in the Articles of Incorporation. For this reason, we establish Article 14 (Measures, etc. for Providing Information in Electronic Format), paragraph (1) as a proposed amendment.
(2) Among the details of reference materials for general meetings of shareholders for which the measures for providing information in electronic format will be taken, we wish to be able to limit the scope of items stated in the paper-based documents to be delivered to shareholders who requested the delivery of paper-based documents to the items designated by the Ministry of Justice Order. As such, we establish Article 14 (Measures, etc. for Providing Information in Electronic Format), paragraph (2) as a proposed amendment.
(3) If the system for providing informational materials for the general meeting of shareholders in electronic format is introduced, the provision of the Article 14 of the current Articles of Incorporation (Internet Disclosure and Provision of Reference Documents, etc. for Shareholders’ Meetings) will no longer be required and will be deleted.
(4) Supplementary provisions are provided regarding the effectiveness of the aforementioned deleted provisions. These supplementary provisions shall be deleted after the set date.
2. Details of the Changes
The changes are as follows:
（Underlined parts are the changes）
| Current Articles of Incorporation | Proposed Amendments |
|---|---|
| Article 14 (Internet Disclosure and Provision of Reference Documents, etc. for Shareholders’ Meetings) The Company may, when calling a shareholders’ meeting, deem that the information pertaining to matters to be stated or shown in reference documents for shareholders’ meetings, such as business reports, financial statements, and consolidated financial statements, have been provided to the shareholders by disclosing them through the Internet in accordance with the provisions of the applicable ordinance of the Ministry of Justice. |
（Deleted） |
| (Newly established) | Article 14 (Measures, etc. for Providing Information in Electronic Format) When the Company convenes a general meeting of shareholders, it shall take measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. in electronic format. 2. Among items for which the measures for providing information in electronic format will be taken, the Company is not required to state all or some of those items designated by the Ministry of Justice Order in the paper-based documents to be delivered to shareholders who requested the delivery of paper based documents by the record date of voting rights. |
| (Newly established) (Newly established) |
(Supplementary Provisions) Article 1 (Transitional Measures for Providing Informational Materials for the General Meeting of Shareholders in Electronic Format) Article 14 of the Current Articles of Incorporation (Internet Disclosure and Provision of Reference Documents, etc. for Shareholders’ Meetings) shall remain effective regarding any general meeting of shareholders held on a date within six (6) months from September 1, 2022. 2. These supplementary provisions shall be deleted on the date when six (6) months have elapsed from September 1, 2022, or three (3) months have elapsed from the date of the Ordinary General Meeting of Shareholders in the preceding paragraph. |
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