Translation

Notice: This document is an excerpt translation of the original Japanese document and is for reference purposes only. In the event of any discrepancy between this translated document and the original Japanese document, the latter shall prevail.

May 20, 2022

FOR IMMEDIATE RELEASE

Company name: H.U. Group Holdings, Inc.

Representative: Shigekazu Takeuchi, Director,

President and Group CEO

Securities code: 4544 Prime Market, Tokyo Stock

Exchange

Contact: Atsuko Murakami, Executive

Officer and CFO

Telephone No.: +81-3-5909-3337

Notice Regarding Partial Amendments to the Articles of Incorporation

H.U. Group Holdings, Inc. (hereinafter, "the Company") hereby announces that the proposal was approved at a Board of Directors held on May 20, 2022, for partial amendments to the Articles of Incorporation to be resolved at the 72nd Ordinary General Meeting of Shareholders on June 21, 2022.

1. Reason of the amendments

Since the revised provisions stipulated in the proviso to Article 1 of the Supplementary Provisions of the "Act for Partial Revision of the Companies Act" (Act No. 70 of 2019) will be effective from September 1, 2022, the Company proposes the following amendments to the Articles of Incorporation in preparation for the implementation of the system for electronic provision of relevant reference documents for general meetings of shareholders.

  1. Article 15, Paragraph 1 of the proposed amendments stipulates that information contained in the reference documents and other information for general meeting of shareholders, shall be provided by electronical means.
  2. Article 15, Paragraph 2 of the proposed amendments establishes the scope of documents to be delivered to shareholders who have requested hardcopies of documents.
  3. The provisions of Article 15 of the current Articles of Incorporation (Internet Disclosure and Deemed Provision of Reference Documents and Other Information for General Meeting of Shareholders) will become unnecessary and shall be deleted.
  4. Supplementary provisions shall be established concerning the effective date, etc., in line with the new establishments and deletions above.

2.Details of the revision

Details of the amendments are as follows:

(Underlined portions indicate amendments.)

Current Articles of Incorporation

Proposed amendments

Chapter III

Chapter III

General Meeting of Shareholders

General Meeting of Shareholders

Article 15 (Internet Disclosure and Deemed

(Deleted)

Provision of Reference Documents and

Other Information for General Meeting of

Shareholders)

When the Company convenes a general meeting of

shareholders, if the Company discloses information

concerning matters that must be stated or displayed in

the reference documents for general meeting of

shareholders, business report, financial statements, and

consolidated financial statements via internet

disclosure in accordance with the Ordinance of the

Ministry of Justice, it may be deemed that the Company

has provided that information to shareholders.

(Newly established)

Article 15 (Measures for Provision of Information

Electronically)

1. When the Company convenes a general meeting

of shareholders, the Company shall electronically

provide information contained in the reference

documents and other information for general

meeting of shareholders.

2. Among information to be provided electronically,

the Company reserves the right to exclude, in

whole or in part, any or all of the information set

forth by the Ordinance of the Ministry of Justice

in the documents to be delivered to shareholders

who have requested delivery of hard copies of

documents by the record date of voting rights.

(Newly established)

(Supplementary Provisions)

1. The deletion and new establishment of Article 15

shall become effective from September 1, 2022,

which is the effective date of the proviso to

Article 1 of the Supplementary Provisions of the

Act for Partial Revision of the Companies Act

(Act No. 70 of 2019) (hereinafter referred to as

the "Effective Date").

2. Notwithstanding the provisions of the previous

paragraph, Article 15 (Internet Disclosure and

Deemed Provision of Reference Documents and

Other Information for General Meeting of

Shareholders) of the Articles of Incorporation

prior to amendment shall apply to any general

meeting of shareholders held within six (6)

months from the Effective Date.

3. These supplementary provisions shall be deleted after six (6) months have elapsed from the Effective Date or after three (3) months have elapsed from the date of the general meeting of shareholders set forth in the previous paragraph, whichever comes later.

3. Schedule

Scheduled date for General Meeting of Shareholders to

Resolve the amendment to the Articles of Incorporation: June 21, 2022 (Tuesday)

Effective date of the amendments to the Articles of Incorporation: June 21, 2022 (Tuesday)

End

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Miraca Holdings Inc. published this content on 20 May 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 May 2022 06:04:09 UTC.