(Translated) February 16, 2022
To whom it may concern,
Company name: Nabtesco Corporation
Representative: Katsuhiro Teramoto, Representative Director, President & CEO
(Securities Code: 6268; 1st Section, Tokyo Stock Exchange)
Contact: Yasushi Minegishi, General Manager,
Corporate Communication Department. (Tel. +81-3-5213-1134)
Notice of Amendment to the Articles of Incorporation
At today's board of directors meeting, the Company resolved to present the item of business to be approved about Amendment to the Articles of Incorporation to the 19th Ordinary General Meeting of Shareholders scheduled for March 24, 2022.
1. Reasons for the Amendments
The Company proposes the following amendments to the Articles of Incorporation in preparation for the introduction of a system for providing materials for the general meeting of shareholders in electronic format pursuant to the September 1, 2022 enforcement of the amended provisions set forth in the proviso to the Supplementary Provisions, Article 1 of the Act Partially Amending the Companies Act (Act No. 70, 2019).
- Delete provisions concerning Internet Disclosures and Deemed Provision of Reference Documents for General Meetings of Shareholders set forth in Article 16 of the existing Articles of Incorporation, as these will be unnecessary under a system for providing materials in electronic format
- Under Article 16, Paragraph 1 of the amended Articles of Incorporation, prescribe that the Company takes the electronic provision measure for information included in the Reference Documents for the General Meeting of Shareholders, etc.
- Under Article 16, Paragraph 2 of the amended Articles of Incorporation, establish provisions to limit the scope of matters to be included in materials in a paper-based format to be provided to shareholders who request the delivery there of
- Establish supplementary provisions concerning matters such as the effective date of the amendments described above
2. Details of the Proposed Amendments
The details of the proposed amendments are as follows:
(Underlined parts are amended.)
Existing Articles of IncorporationProposed Amendments Article 16 (Internet Disclosures andDeemed Provision of Reference Documents for General Meetings of Shareholders)
The Corporation may be deemed to have provided the shareholders with
the information regarding matters to be entered or presented in the reference documents for the General Meeting of Shareholders, business report, and financial statements including consolidated financial statements required to be given to the shareholders upon the convocation of the General Meeting of Shareholders by disclosing such information via the Internet in accordance with the regulation enacted by the Ministry of Justice.
Article 16 (Provision of Documents for | ||||||||||||
General Meeting of Shareholders in | ||||||||||||
Electronic Format, etc.) | ||||||||||||
1. When | convening | the | General | |||||||||
Meeting | of | Shareholders, | the | |||||||||
Corporation | shall | take | the | |||||||||
electronic | provision | measure | for | |||||||||
information included | in | the | ||||||||||
Reference | Documents | for | the | |||||||||
General Meeting of Shareholders, | ||||||||||||
etc. | ||||||||||||
2. Among | matters | for | which | the | ||||||||
electronic | provision | measure | will | |||||||||
be taken, the Corporation is | ||||||||||||
permitted not to contain all or part | ||||||||||||
of the matters prescribed by the | ||||||||||||
Ministry of Justice Order in the | ||||||||||||
document that will be issued to | ||||||||||||
shareholders who have requested | ||||||||||||
the issuance of the said document | ||||||||||||
by the record date for voting rights. | ||||||||||||
Supplementary Provisions | ||||||||||||
Article 1 | ||||||||||||
1. The amendment of Article 16 in the | ||||||||||||
Articles of Incorporation shall come | ||||||||||||
into effect from September 1, 2022 | ||||||||||||
which is the date of enforcement | ||||||||||||
provided for in the proviso to | ||||||||||||
Article 1 of the Supplementary | ||||||||||||
Provisions of the Act Partially | ||||||||||||
Amending the Companies Act (Act | ||||||||||||
No. 70, 2019) (the "Effective Date"). | ||||||||||||
2. Notwithstanding | the | provision of | ||||||||||
the preceding | paragraph, Article | |||||||||||
16 of the Articles of Incorporation | ||||||||||||
(Internet Disclosures and Deemed | ||||||||||||
Provision of Reference Documents | ||||||||||||
for | General | Meetings | of | |||||||||
Shareholders) | shall | remain | ||||||||||
effective | regarding | any | General | |||||||||
Meeting of Shareholders to be held |
on a date within six months from the Effective Date.
3. These Supplementary Provisions shall be deleted on the date when six months have passed from the Effective Date, or three months have passed from the date of the General Meeting of Shareholders described in the preceding paragraph, whichever is later.
3. Schedule
March 24, 2022: Date of Ordinary General Meeting of Shareholders to approve the amendments to the Articles of Incorporation (scheduled)
March 24, 2022: Effective date of the amendments to the Articles of Incorporation (scheduled)
End
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Disclaimer
Nabtesco Corporation published this content on 16 February 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 February 2022 07:23:01 UTC.