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.
- 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.
- Article 15, Paragraph 2 of the proposed amendments establishes the scope of documents to be delivered to shareholders who have requested hardcopies of documents.
- 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.
- 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.