FOR IMMEDIATE RELEASE May 19, 2015
Dentsu Inc. (Tokyo: 4324; ISIN: JP3551520004; President & CEO: Tadashi Ishii; Head Office: Tokyo; Capital: 74,609.81 million yen) today convened a meeting of its Board of Directors at which it passed a resolution seeking shareholder approval for the partial amendments to its Articles of Incorporation. The resolution is expected to be brought to the General Meeting of Shareholders which will be held on June 26, 2015.
Proposal No. 2: Partial Amendments to the Articles of Incorporation
1. Reasons for the proposal
Reasons for the amendments are as follows.
(1) The Company will change its business year from the April 1-March 31 period to the January 1-December 31 period. Unifying its fiscal year with all of its consolidated subsidiaries under International Financial Reporting Standards (IFRS) will promote unified group management and improve transparency of management through the timely and appropriate disclosure of corporate information such as business results. In line with this change, partial amendments will be made to Article 12 (RECORD DATE), Article 46 (BUSINESS YEAR), Article 47 (DIVIDENDS), and Article 48 (INTERIM DIVIDENDS) of the current Articles of Incorporation. Additionally, in line with the change to the business year, the 167th business term will be the nine-month period from April 1, 2015 to December 31,
2015. As a result, temporary measures will be established concerning the record date of
dividends and interim dividends for the 167th business term.
(2) In line with the promulgation of the "Act for Partial Revision of the Companies Act" (Act No.
90 of 2014), the conclusion of agreements to limit liability is now possible with Directors who are not Outside Directors (excluding Directors, etc., involved in business execution) and Audit & Supervisory Board Members who are not Outside Audit & Supervisory Board Members. To enable the acquisition of appropriate personnel as Directors and Audit & Supervisory Board Members and to allow them to maximize the fulfillment of their expected roles, the Company will make partial amendments to Article 30 (EXEMPTION FROM DIRECTORS' LIABILITY) and Article 41 (EXEMPTION FROM CORPORATE
AUDITORS' LIABILITY) of the current Articles of Incorporation. Additionally, concerning the
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changes to Article 30, approval has been received from each Audit & Supervisory Board
Member.
2. Content of the amendments
The Company proposes partial amendments to the current Articles of Incorporation as follows.
(Sections to be amended are underlined.)
Current Articles of Incorporation | Proposed Amendments |
ARTICLE 12 RECORD DATE The Company shall treat shareholders with voting rights who are registered in the closing Shareholder Registry as of the thirty-first (31st) day of March of each year as the shareholders entitled to exercise their votes at the Ordinary General Meeting of Shareholders of the relevant business year. | ARTICLE 12 RECORD DATE The Company shall treat shareholders with voting rights who are registered in the closing Shareholder Registry as of the thirty-first (31st) day of December of each year as the shareholders entitled to exercise their votes at the Ordinary General Meeting of Shareholders of the relevant business year. |
ARTICLE 30 EXEMPTION FROM DIRECTORS' LIABILITY (Omitted) 2. The Company may execute an agreement with an Outside Director that limits the liability provided for in Article 423, Paragraph 1 of the Companies Act if the requirements provided for in the applicable laws and regulations are satisfied; provided, however, that the limit of liability under such agreement be (a) a predetermined amount of no less than 10,000,000 yen or (b) the minimum amount of liability provided for in the applicable laws and regulations, whichever is higher. | ARTICLE 30 EXEMPTION FROM DIRECTORS' LIABILITY (Unchanged) 2. The Company may execute an agreement with a Director(excluding Directors, etc.,involved in business execution) that limits the liability provided for in Article 423, Paragraph 1 of the Companies Act if the requirements provided for in the applicable laws and regulations are satisfied; provided, however, that the limit of liability under such agreement be (a) a predetermined amount of no less than 10,000,000 yen or (b) the minimum amount of liability provided for in the applicable laws and regulations, whichever is higher. |
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Current Articles of Incorporation | Proposed Amendments |
ARTICLE 41 EXEMPTION FROM CORPORATE AUDITORS' LIABILITY (Omitted) 2. The Company may execute an agreement with an Outside Corporate Auditor that limits the liability provided for in Article 423, Paragraph 1 of the Companies Act if the requirements provided for in the applicable laws and regulations are satisfied; provided, however, that the limit of liability under such agreement be (a) a predetermined amount of no less than 10,000,000 yen or (b) the minimum amount of liability provided for in the applicable laws and regulations, whichever is higher. | ARTICLE 41 EXEMPTION FROM CORPORATE AUDITORS' LIABILITY (Unchanged) 2. The Company may execute an agreement with a Corporate Auditor that limits the liability provided for in Article 423, Paragraph 1 of the Companies Act if the requirements provided for in the applicable laws and regulations are satisfied; provided, however, that the limit of liability under such agreement be (a) a predetermined amount of no less than 10,000,000 yen or (b) the minimum amount of liability provided for in the applicable laws and regulations, whichever is higher. |
ARTICLE 46 BUSINESS YEAR The business year of the Company shall be from the first (1st) day of April of each year to the thirty-first (31st) day of March of the followingyear. | ARTICLE 46 BUSINESS YEAR The business year of the Company shall be from the first (1st) day of January of each year to the thirty-first (31st) day of Decemberof the sameyear. |
ARTICLE 47 DIVIDENDS The Company shall, with a resolution of a General Meeting of Shareholders, pay dividends to the shareholders or registered pledgees recorded in the closing Shareholder Registry as of the thirty-first (31st) day of Marchof each year. | ARTICLE 47 DIVIDENDS The Company shall, with a resolution of a General Meeting of Shareholders, pay dividends to the shareholders or registered pledgees recorded in the closing Shareholder Registry as of the thirty-first (31st) day of Decemberof each year. |
ARTICLE 48 INTERIM DIVIDENDS The Company may, with a resolution of the Board of Directors, pay dividends provided for in Article 454, Paragraph 5 of the Companies Act to the shareholders or registered pledgees recorded in the closing Shareholder Registry as of the thirtieth (30th) day of September of each year. | ARTICLE 48 INTERIM DIVIDENDS The Company may, with a resolution of the Board of Directors, pay dividends provided for in Article 454, Paragraph 5 of the Companies Act to the shareholders or registered pledgees recorded in the closing Shareholder Registry as of the thirtieth (30th) day of June of each year. |
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Current Articles of Incorporation | Proposed Amendments |
(Newly established) | Supplementary Provisions (167TH BUSINESS TERM) ARTICLE 1 Regardless of the stipulation of Article 46, the 167th business term shall be the period from April 1, 2015 to December 31, 2015. (RECORD DATE FOR INTERIM DIVIDENDS FOR THE 167TH BUSINESS TERM) ARTICLE 2 Regardless of the stipulation of Article 48, the record date for interim dividends for the 167th business term shall be September 30, 2015. (VALID PERIOD FOR SUPPLEMENTARY PROVISIONS) ARTICLE 3 These supplementary provisions are valid until December 31, 2015, and will be deleted after the passing of this date. |
3. Schedule
Date of the General Meeting of Shareholders seeking shareholder approval (scheduled): June 26, 2015 (Friday)
Date when the amendments to the Articles of Incorporation become effective
(scheduled): June 26, 2015 (Friday)
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Contact: Shusaku Kannan
Senior Manager
Corporate Communications Division
Telephone: (813) 6216-8042
E-mail: s.kannan@dentsu.co.jp
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