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    3836   JP3548680002

AVANT CORPORATION

(3836)
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Avant : Notice of Partial Amendment to the Article of Incorporation

09/08/2021 | 12:02am EDT

September 8, 2021

Avant Corporation Tetsuji Morikawa, President and Group CEO For inquiry: Naoyoshi Kasuga, Director and Group CFO 81-3-6388-6739

Notice of Partial Amendment to the Article of Incorporation

Avant Corporation (Stock code: 3836) hereby announces that its Board of Directors has resolved at a meeting held today to submit a proposal for partial amendment of the Articles of Incorporation to the 25th Ordinary General Meeting of Shareholders to be held on September 28, 2021, as follows.

1. Reason for the change

(1) Amendment to allow a general meeting of shareholders without a fixed place

The "Act for Partial Revision of the Industrial Competitiveness Enhancement Act, etc." (hereinafter referred to as the "Revised Industrial Competitiveness Act") came into effect on June 16, 2021. (hereinafter referred to as the "Revised Industrial Competitiveness Law") came into effect on June 16, 2021, allowing listed companies to hold general meetings of shareholders without a fixed location (i.e., general meetings of shareholders where directors, shareholders, etc. attend via the Internet, etc. without a physical venue) under certain conditions as stipulated in the Articles of Incorporation. In response to these amendments to the law, the Company has decided to make it possible to hold general meetings of shareholders without a fixed location in order to make it easier for many shareholders, including those in remote areas, to attend the meetings, thereby making them more active, efficient, and smooth, as well as to reduce the risk of infectious diseases, such as the new coronavirus infection, which has an enormous impact on people's lives, and large-scale natural disasters. The Company proposes to amend Article 11 of the current Articles of Incorporation so that the General Meeting of Shareholders can be held without specifying the place. However, in deciding on the method of holding the General Meeting of Shareholders, the rights of shareholders will be given the highest priority each time the meeting is held, and the Board of Directors will make a careful decision based on social demands in light of infectious diseases and large-scale disasters.

(2) Change in the Method of Electing the Chairman of the Board of Directors

In light of the points raised by several directors in the questionnaire for evaluating the effectiveness of the Board of Directors conducted in May 2021, it is proposed that the Chairman of the Board of Directors be elected by resolution of the Board of Directors, and that Article 22 of the current Articles of Incorporation

be amended to create an ideal governance system in which directors clarify their positions of execution and supervision and engage in discussions. In order to establish an ideal governance system in which directors clearly discuss the positions of execution and supervision, Article 22 of the current Articles of Incorporation is amended.

2. Details of the change

The details of the change are as follows.

(Underlined parts indicate changes.)

Current Articles of Incorporation

After Amendment

(Convocation)

(Convocation)

Article 11 An ordinary general meeting of

Article 11 An ordinary general meeting of

shareholders of the Company shall be convened

shareholders of the Company shall be convened

within three (3) months from the day following the

within three (3) months from the day following the

last day of the business year, and an extraordinary

last day of the business year, and an extraordinary

general meeting of shareholders shall be

general meeting of shareholders shall be

convened whenever necessary.

convened whenever necessary.

(Newly established)

(2) A general meeting of shareholders of the

Company may be a general meeting of

shareholders without a fixed place.

(Newly established)

supplementary provisions

(Transitional measures concerning the place of the

general meeting of shareholders)

The change in the location of the General Meeting

of Shareholders pursuant to Article 11, Paragraph

2 shall take effect on the date on which the

Company receives confirmation from the Minister

of Economy, Trade and Industry and the Minister

of Justice that the fully electronic General Meeting

of Shareholders to be implemented by the

Company meets the requirements specified in the

Ordinance of the Ministry of Economy, Trade and

Industry and the Ordinance of the Ministry of

Justice pursuant to the provisions of the Act for

Partial Revision of the Industrial Competitiveness

Enhancement Act, etc. and these Supplementary

Provisions shall be deleted after the effective date

has passed.

(Convocation and chairmanship of meetings of the

(Convocation and chairmanship of meetings of the

Board of Directors)

Board of Directors)

Article 22 (Newly established)

Article 22 The Board of Directors shall, by a

resolution of the Board of Directors, select one (1)

The President shall convene a meeting of the

Chairman of the Board of Directors from among

Board of Directors and act as chairman thereof. In

the Directors.

the event that the President is unable to act,

2 The Chairman of the Board of Directors shall

another Director shall take his place in the order

convene a meeting of the Board of Directors and

previously determined by the Board of Directors.

act as chairman thereof. In the event that the

Chairman of the Board of Directors is unable to

act, another Director shall take his place in the

order previously determined by the Board of

Directors.

3. Date of the change

Scheduled date of the general meeting of shareholders to amend the Articles of Incorporation

Scheduled effective date of the amendment to the Articles of Incorporation

September 28, 2021

  1. In addition to the resolution at this Ordinary General Meeting of Shareholders, the date on which the Company receives confirmation from the Minister of Economy, Trade and Industry and the Minister of Justice, as provided for in the Ordinance of the Ministry of Economy, Trade and Industry and the Ordinance of the Ministry of Justice, that the requirements specified in the Ordinance of the Ministry of Economy, Trade and Industry and the Ordinance of the Ministry of Justice as contributing to the enhancement of industrial competitiveness while taking into consideration the interests of shareholders are met.
  2. September 28, 2021

Ends

Disclaimer

Avant Corporation published this content on 08 September 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 September 2021 04:01:03 UTC.


© Publicnow 2021
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Financials
Sales 2022 17 800 M 157 M 157 M
Net income 2022 1 800 M 15,9 M 15,9 M
Net Debt 2022 - - -
P/E ratio 2022 34,2x
Yield 2022 0,73%
Capitalization 61 664 M 542 M 543 M
Capi. / Sales 2022 3,46x
Capi. / Sales 2023 3,08x
Nbr of Employees 1 107
Free-Float 54,6%
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Number of Analysts 0
Last Close Price 1 640,00 
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Tetsuji Morikawa President, Group CEO & Representative Director
Naoyoshi Kasuga Group Chief Financial Officer & Director
Tatsuru Nakayama Manager-Group Business Administration
Georges Ugeux Independent Outside Director
Naohisa Fukutani Independent Outside Director
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