(Note) This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.
Cover Page | |
Document Name: | Extraordinary Report |
Filed with: | The Director-General of the Kanto Local Finance Bureau |
Filing Date: | June 22, 2021 |
Corporate Name: | Gurunavi, Inc. |
Name and Title of Representative: | Akio Sugihara, President and Representative Director |
Location of Head Office: | 1-2-2 Yurakucho, Chiyoda-ku, Tokyo |
Telephone Number: | (03)3500-9700 |
Name of Contact Person: | Teruhisa Yamada, Senior Managing Executive Officer |
Nearest Contact Location: | 1-2-2 Yurakucho, Chiyoda-ku, Tokyo |
Telephone Number: | (03)3500-9700 |
Name of Contact Person: | Teruhisa Yamada, Senior Managing Executive Officer |
Place of Public Inspection | Tokyo Stock Exchange, Inc. |
of the Extraordinary Report: | (2-1 Nihombashi Kabutocho, Chuo-ku, Tokyo) |
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1. Reason for Filing
Gurunavi, Inc. (the "Company") is filing this Extraordinary Report pursuant to Article 24-5, Paragraph 4 of the Financial Instruments and Exchange Law and Article 19, Paragraph 2, Item 9-2 of the Cabinet Office Ordinance on Disclosure of Corporate Affairs, etc. to report the approval of resolutions at the 32nd Ordinary General Meeting of Shareholders (the "Ordinary General Meeting") of the Company held on June 21, 2021.
2. Description of Report
- Date on which the Ordinary General Meeting was held: June 21, 2021
- Details of the matters resolved:
Item 1: Reduction in the Amount of Stated Capital
Reduction in the amount of stated capital in accordance with the provisions of Paragraph 1, Article 447 of the Companies Act and transfer the entire amount to other capital surplus in order to ensure flexibility and mobility in the Company's future capital policies.
Amount of stated capital to be reduced: 2,234,300,000 yen
Effective date: July 30, 2021
Item 2: Reduction in the Amount of Capital Reserves
Reduction in the amount of capital reserves in accordance with the provisions of Paragraph 1, Article 448 of the Companies Act and transfer the entire amount to other capital surplus in order to ensure flexibility and mobility in the Company's future capital policies.
Amount of capital reserves to be reduced: 2,884,780,625 yen
Effective date: July 30, 2021
Item 3: Partial Amendments to the Articles of Incorporation
Change and addition of business purposes to Article 2 (Objectives of the Company) of the current Articles of Incorporation in order to address the future diversification of the Company's operations and adjusting paragraph numbering based on the addition of a new paragraph.
Item 4: Election of Seven (7) Directors
Reelection of Mr. Hisao Taki, Mr. Akio Sugihara, Mr. Koichi Tsukihara, Mr.
Hidehiko Sato, Mr. Hirohisa Fujiwara, Mr. Kazunori Takeda and Ms. Naho
Kono as Directors.
Item 5: Election of One (1) Auditor
Reelection of Mr. Kiyoshi Suzuki as Corporate Auditor.
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- The number of voting rights relating the indication of "for", "against" or "abstention" for each item; Requirement approving the item; and Results of resolutions.
Absten- | Resolution | Resolution Results | |||
Proposal | For | Against | Require- | (Percentage of | |
tion | |||||
ments | affirmative votes) | ||||
Item 1 | 354,115 | 1,770 | 0 | (Note) 2 | Approved (99.36%) |
Item 2 | 354,082 | 1,803 | 0 | (Note) 1 | Approved (99.35%) |
Item 3 | 354,655 | 1,230 | 0 | (Note) 2 | Approved (99.51%) |
Item 4 | |||||
Hisao Taki | 345,431 | 10,453 | 0 | Approved (96.92%) | |
Akio Sugiara | 352,357 | 3,174 | 353 | Approved (98.87%) | |
Koichi Tsukihara | 345,855 | 10,029 | 0 | Approved (97.04%) | |
Hidehiko Sato | 353,039 | 2,845 | 0 | (Note) 3 | Approved (99.06%) |
Hirohisa Fujiwara | 348,624 | 7,260 | 0 | Approved (97.82%) | |
Kazunori Takeda | 307,062 | 48,822 | 0 | Approved (86.16%) | |
Naho Kono | 307,209 | 48,675 | 0 | Approved (86.20%) | |
Item 5 | |||||
Kiyoshi Suzuki | 351,974 | 3,911 | 0 | (Note) 3 | Approved (98.76%) |
(Note) 1. Approval of a majority of the voting rights held by the shareholders present at the meeting is required.
- Approval of not less than two-thirds (2/3) of the voting rights held by shareholders present at the meeting who hold in aggregate not less than one- third (1/3) of the voting rights of the shareholders entitled to exercise their voting rights, is required.
- Approval of a majority of the voting rights held by the shareholders present at the meeting who hold in aggregate not less than one-third (1/3) of the voting rights of the shareholders entitled to exercise their voting rights, is required.
- Reason why a portion of the voting rights held by the shareholders present at the meeting was not added to the number of voting rights:
The requirement for adoption of each proposal was satisfied and resolutions have been legally adopted pursuant to the Companies Act by aggregating the votes exercised prior to the meeting and votes of shareholders present at the meeting whose indication as to each proposal was confirmed. Therefore, of the voting rights held by the shareholders present at the meeting, the number of voting rights whose intention of for, against or abstention was not confirmed has not been included in the calculation.
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Gurunavi Inc. published this content on 22 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 June 2021 04:56:02 UTC.