FURUKAWA CO.,LTD. April 27, 2022
Name of Company: FURUKAWA CO., LTD. Name of Representative: Minoru Nakatogawa
President & Representative Director
(Code No. 5715; Prime Market of the Tokyo Stock Exchange)
Contact: Takeshi Miyajima
Senior Executive Officer, General Manager, Legal Department
(Tel: +81 3 6636 9504)
Notice Concerning Partial Amendments to Articles of Incorporation
FURUKAWA CO., LTD. (the "Company"), at its Board of Directors meeting held today, resolved to submit a proposal for partial amendments to the Articles of Incorporation to the 155th Ordinary General Shareholders' Meeting to be held on June 29, 2022. The following is a summary of the proposal.
1. Reasons for amendments
(1) Based on making Yamaishi Metal Co., Ltd. ("Yamaishi"), which manufactures and sells metal powder, a subsidiary on October 1, 2021, the Company revised Article 2 (Purposes of Business) in the Articles of Incorporation.
(2) The amended provisions stipulated in the proviso to Article 1 of the supplementary provisions of the Act Partially Amending the Companies Act (Law No. 70 of 2019) will come into effect on September 1, 2022. Therefore, in preparation for the introduction of the system for provision in electronic format of materials for a General Shareholders' Meeting, the Articles of Incorporation of the Company will be amended as follows:
(a) Proposed amended Paragraph 1 of Article 14 stipulates that measures for provision in electronic format shall be taken with respect to the information contained in the reference documents, etc. for General Shareholders' Meeting.
(b) Proposed amended Paragraph 2 of Article 14 limits the scope of the matters to be listed in the documents to be delivered to shareholders who have requested the delivery of documents in paper format.
(c) The provisions in respect of disclosure by way of the Internet and deemed provision of reference documents, etc. for a Shareholders' Meeting (Article 14 of the current Articles of Incorporation) will no longer be required and will be deleted.
(d) In line with the above additions and deletions, supplementary provisions concerning the effective date and related matters will be incorporated.
2. Details of amendments
The proposed amendments to the Articles of Incorporation are as follows:
(Amendments are underlined.)
Current Articles | Proposed Amendment |
Article 1 (Omitted) (Purposes) Article 2 The purposes of the Company shall be to own shares of companies that engage in the following business activities and thereby control and manage the business activities companies. (1)Nonferrous business, smeltingof the relevant metals mining nonferrous metals business, the manufacturing of precious-metal products and sales of said products, as well as the collection and recycling business of valuable metals such as iron and nonferrous metals. (2)-(20) (Omitted) 2-3 (Omitted) Article 3- Article 13 (Omitted) | Article 1 (Unchanged) (Purposes) Article 2 The purposes of the Company shall be to own shares of companies that engage in the following business activities and thereby control and manage the business activities companies. (1)Nonferrous business, smeltingof the relevant metals mining nonferrous metals business, the manufacturing of metal products and sales of said products, as well as the collection and recycling business of metals. (2)-(20) (Unchanged) 2-3 (Unchanged) Article 3- Article 13 (Unchanged) |
(Disclosure by way of the Internet and Deemed Provision of Reference Documents, etc. for General Shareholders' Meeting ) Article 14 In connection with convocationofaGeneralShareholders'
Meeting, the Company may deem that any information relating to the matters to be described or shown in the reference documents for the shareholders' meeting,
business statements, financialreports, and
financial consolidatedstatements,isprovided to the shareholders by disclosing such information bywayoftheInternetinaccordancewiththerelevantOrdinance of the Ministry of Justice.
＜ Newly established ＞
Article 15- Article 39 (Omitted)
＜ Deleted ＞
(MeasuredforProvisioninElectronicFormat, etc.)
Article 14 In connection with convocationofaGeneralShareholders'
Meeting, the Company shall takemeasures electronic informationforprovisionformat containedof inin the the
reference documents, etc. fortheGeneralShareholders'
Meeting.
2 Of the matters for which themeasuresforprovisioninelectronic format will be taken, the Company may omit listing allorpartofthemattersasstipulated in the Ordinance of the Ministry of Justice in the documents that will be delivered
toshareholderswhorequestedthedeliveryhave of
documents in paper format by the record date of voting rights.
Article 15- Article 39 (Unchanged)
＜ Newly established ＞
(Supplementary Provisions)
Article 1 The amendments to Article 14 ofthe shallArticles comeof intoIncorporationeffectonSeptember 1, 2022, the date ofenforcement provisionsoftheamendmentstipulationinprovisoofArticle
1
ofthe thesupplementary provisions of theActPartiallyAmendingtheCompanies Act (Law No. 70 of 2019)
(the "Effective Date").
2 Notwithstanding the provisions of the preceding paragraph, Article
14
(DisclosurebywayoftheInternet and Deemed Provision ofReference GeneralDocuments, Shareholders'
etc.
forMeeting)ofthecurrentArticlesIncorporationshallremainof in
force with respect to a General Shareholders' Meeting to be held on a date within six (6) months from the Effective Date.
3
Thesesupplementaryprovisionsshall be deleted after six (6)monthshaselapsedfromtheEffective Date or three (3) months has elapsed from the date of theGeneralShareholders'
setforthintheMeeting preceding
paragraph, whichever is later.
3. Schedule
(1) The scheduled date of the General Shareholders' Meeting to amend the Articles of Incorporation: Wednesday, June 29, 2022
(2) The scheduled effective date of amendments to the Articles of Incorporation: Wednesday, June 29, 2022
[End of document]
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Furukawa Co. Ltd. published this content on 27 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 April 2022 06:14:05 UTC.
