Nippon Paint : Partial Amendments to the Articles of Incorporation

Investor Relations (IR)2022.02.25 Partial Amendments to the Articles of Incorporation

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February 25, 2022
Company:Nippon Paint Holdings Co., Ltd.Representative:Yuichiro Wakatsuki
Representative Executive Officer & Co-President
Wee Siew Kim
Representative Executive Officer & Co-President
(Code No.: 4612; TSE 1st Section)Contact:Ryosuke Tanaka,
General Manager of Investor Relations
(TEL [phone])

Partial Amendments to the Articles of Incorporation

Nippon Paint Holdings Co., Ltd. hereby announces that its Board of Directors resolved to submit the partial amendments to the Articles of Incorporation to the 197th Annual General Meeting of Shareholders (hereinafter, the "General Meeting of Shareholders") scheduled for March 29, 2022.

1. Reasons for Amendments

1. The Company intends to delete some provisions in Article 3 of the current Articles of Incorporation regarding the Company's purpose and structure to make way for the Company's transition to a pure holding structure.
2. In addition, the Company intends to make necessary amendments to Article 13 of the current Articles of Incorporation to enable the convening of General Meetings of Shareholders without a designated location for the meeting (so-called "virtual-only shareholder meetings"), in accordance with the enforcement of the "The Act for Partially Amending the Industrial Competitiveness Enhancement Act and Other Related Acts."
   Virtual-only shareholder meetings will enable the attendance of many shareholders, including those in distant locations. Moreover, the Board of Directors, after having also considered the interests of shareholders, has deemed that it would not be suitable to convene a General Meeting of Shareholders with a designated location for the meeting in the event of a large-scale disaster, including a natural disaster, holding the view that expanding the options for methods of convening meetings, so as to enable the convening of a General Meeting of Shareholders without a designated location for the meeting, would contribute to the interests of shareholders.
   On December 6, 2021, the Company confirmed based on the "confirmation letter concerning General Meetings of Shareholders without a designated location for the meeting" that the requirements necessary for the amendment enabling the convening of a virtual-only shareholder meeting to take effect as stipulated by Order of the Ministry of Justice and the Ministry of Economy, Trade and Industry concerning Article 66 paragraph (1) of the Industrial Competitiveness Enhancement Act were fulfilled.
3. Necessary amendments to Article 15 of the current Articles of Incorporation are proposed to provide flexibility to the determination of the convener and chair of a General Meeting of Shareholders and the surrogate priority of such roles, following the Company's structural change.
4. Necessary amendments to Article 16 of the current Articles of Incorporation are proposed in accordance with the establishment of measures for provision of materials for General Meetings of Shareholders in electronic format, etc. based on the 2019 partial amendment of the Companies Act.
5. Article 22 of the current Articles of Incorporation is proposed to be deleted to provide flexibility to the establishment of a chair of the Board of Directors.
6. Necessary amendments are proposed to Article 23 of the current Articles of Incorporation to provide flexibility to the determination of the convener and chair of a Board of Directors meeting and the surrogate priority of such roles, following the Company's structural change.
7. Necessary amendments to Article 25 of the current Articles of Incorporation are proposed in accordance with the 2014 partial amendment of the Companies Act permitting non-Executive Director of the Board to enter into contracts for limitation of liability.
8. Necessary amendments to Article 31 of the current Articles of Incorporation are proposed to provide flexibility to the appointment of Executive Officers with titles.
9. Necessary amendments to Article 32 of the current Articles of Incorporation are proposed to provide flexibility to the election of Executive Officers.
10. Necessary amendments to the Supplementary Provisions are proposed in accordance with the establishment of measures for provision of materials for General Meetings of Shareholders in electronic format, etc. based on the 2019 partial amendment of the Companies Act.

2. Details of Amendments

Please see the PDF for details of amendments.

3. Schedules

Date of the General Meeting of Shareholders for the change of Articles of Incorporation: Tuesday, March 29, 2022
Effective date of the change of Articles of Incorporation: At the conclusion of the General Meeting of Shareholders

Related pages: Articles of Incorporation