Tokio Marine : Announcement regarding the Partial Amendments to the Articles of Incorporation (124KB)PDF
05/20/2022 | 03:15am EDT
May 20, 2022
Tokio Marine Holdings, Inc.
President & Group CEO
Satoru Komiya
Securities Code: 8766
Announcement regarding the Partial Amendments to the Articles of Incorporation
Tokio Marine Holdings, Inc. announced that, at the meeting of the Board of Directors held on May 20, 2022, it resolved to propose an Partial Amendments to the Articles of Incorporation for approval at the 20th Ordinary General Meeting of Shareholders to be held on June 27, 2022 as set forth below.
Reason for the amendments
The Insurance Business Act had formerly limited the scope of business that insurance holding companies can operate to the management of subsidiaries and other incidental operations. However, the Act has been revised and the scope of its business was redefined. The Company proposes to amend Article 2 of the current Articles of Incorporation, which concerns the objectives of the Company, as necessary in accordance with this revision to the Act.
The amended provisions stipulated in the proviso to Article 1 of the supplementary provisions of the "Act Partially Amending the Companies Act" (Act No. 70 of 2019) will enter into force on September 1, 2022. In order to prepare for the introduction of the system for electronic provision of materials for general meetings of shareholders, the Company proposes to amend the current Articles of Incorporation as follows:
The proposed Article 16, Paragraph 1 of the Articles of Incorporation stipulates that information contained in the reference materials for the general meeting of shareholders, etc. shall be provided electronically.
The proposed Article 16, Paragraph 2 of the Articles of Incorporation establishes a provision to limit the scope of matters to be included in the paper copy to be sent to shareholders who have requested it.
The provisions related to the internet disclosure and deemed provision of the reference materials for the general meeting of shareholders, etc. (Article 16 of the current Articles of Incorporation) will become unnecessary and will therefore be deleted.
In line with the above amendments, supplementary provisions related to the effective date and other matters are established.
Details of the amendments
The details of the amendments are as shown in the comparison table below.
Comparison table
(Amended sections are underlined)
Current Articles of Incorporation
Proposed Amendments
(Objectives)
(Objectives)
Article 2. (Omitted)
Article 2. (Unchanged)
(1) (Omitted)
(1) (Unchanged)
(2) Any otherbusiness pertaining to the foregoing
(2) Any business pertaining to the foregoing item
item (1).
(1).
(Newly Established)
(3) In addition to the forgoing items (1) and (2), any
other business that an insurance holding company
may conduct under the Insurance Business Act.
Articles 3 to 15
Articles 3 to 15
(Omitted)
(Unchanged)
(Disclosure of reference materials for general meetings
(Deleted)
of shareholders, etc. via the Internet and deemed
provision thereof)
Article 16. When convening a general meeting of
shareholders, the Company may be deemed to
have provided shareholders with necessary
information that is required to be described or
presented in reference materials for the general
meeting of shareholders, business reports, non-
consolidated and consolidated financial
statements, if it is disclosed via the Internet in
accordance with the Ministry of Justice
Ordinance.
(Newly established)
(Measures for electronic provision of information,
etc.)
Article 16. When convening a general meeting of
shareholders, the Company shall electronically
provide information contained in reference
materials for the general meeting of
shareholders, etc.
2. Among the matters to be provided
electronically, the Company may choose not to
include all or part of the matters stipulated in the
Ministry of Justice Ordinance in paper-based
format to be delivered to shareholders who have
requested it by the record date for vesting voting
rights.
Current Articles of Incorporation
Proposed Amendments
Articles 17 to 40
Articles 17 to 40
(Omitted)
(Unchanged)
(Newly established)
Supplementary Provisions
1. The replacement to Article 16 of these Articles of
Incorporation shall come into effect on the date
of enforcement of the amended provisions
stipulated in the proviso to Article 1 of the
supplementary provisions of the Act Partially
Amending the Companies Act (Act No. 70 of
2019) (the "Effective Date").
2. Notwithstanding the provisions of the foregoing
paragraph, Article 16 of the current Articles of
Incorporation (Disclosure of reference materials
for general meetings of shareholders, etc. via the
Internet and deemed provision thereof) shall
remain in force with respect to any general
meeting of shareholders held on a date within six
months from the Effective Date.
3. These supplementary provisions shall be deleted
after the lapse of six months from the Effective
Date or three months from the date of the general
meeting of shareholders set forth in the foregoing
paragraph, whichever is later.
3. Schedule for the Amendment
The date of the 20th Ordinary General Meeting of Shareholders: June 27, 2022
Tokio Marine 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 07:14:03 UTC.