June 1, 2022 | |
Company | Anicom Holdings, Inc. |
Representative | Nobuaki Komori, |
Representative Director | |
(Securities Code: 8715 TSE PRIME) | |
Inquiries to | Hiroshi Sato, |
General Manager, | |
Corporate Planning Department |
Notice Regarding Partial Amendment to the Articles of Incorporation
The Board of Directors of Anicom Holdings, Inc. (the "Company") met on May 27, 2022, and passed a resolution to propose partial amendment to the Articles of Incorporation to the 22nd General Meeting of Shareholders scheduled to be held on June 24, 2022.
1. Reasons for Amendment
- Due to the partial amendment of the Insurance Business Act, the scope of business of an insurance holding company, which had been limited to the management and administration of subsidiaries and other operations incidental thereto, has been revised. Based on this amendment to the Insurance Business Act, the Company proposes to partially amend the provisions related to the Company's business purpose.
- The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the "Act Partially Amending the Companies Act" (Act No. 70 of 2019) will be enforced on September 1, 2022. Accordingly, in order to prepare for the introduction of the system for electronic provision of materials for general meetings of shareholders, the Articles of Incorporation of the Company shall be amended as follows.
- The proposed Article 15, Paragraph 1 provides that information contained in the reference documents for the general meeting of shareholders, etc. shall be provided electronically.
- The purpose of the proposed Article 15, Paragraph 2 is to establish 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 documents for the general meeting of shareholders, etc. (Article 15 of the current Articles of Incorporation) will become unnecessary and will therefore be deleted.
- In line with the above establishment and deletion of the provisions, supplementary provisions related to the effective date, etc. shall be established.
2. Particulars of Amendment to the Articles of Incorporation
Current Articles of Incorporation | Proposed Amendments |
(Purpose) | (Purpose) |
Article 2The purpose of the Company, as an | Article 2The purpose of the Company, as an |
insurance holding company, shall be to engage | insurance holding company, shall be to engage |
in the following businesses: | in the following businesses: |
1. Management and administration of non-life | 1. Management and administration of non-life |
insurance companies and other companies | insurance companies and other companies |
designated as subsidiaries pursuant to the | designated as subsidiaries pursuant to the |
Insurance Business Act | Insurance Business Act |
2. Other businesses incidental to the preceding | 2. Other businesses incidental to the preceding |
item | item |
(Newly established) | 3. In addition to the businesses stipulated in the |
preceding two items, businesses that may be | |
conducted by an insurance holding company | |
pursuant to the provisions of the Insurance | |
Business Act. | |
(Internet Disclosure and Deemed Provision of | (Deleted) |
Reference Materials for the General Meeting of | |
Shareholders, Etc.) | |
Article 15 The Company may, when convening | |
a general meeting of shareholders, deem that | |
it has provided information to shareholders | |
pertaining to matters to be described or | |
indicated in the reference documents for the | |
general meeting of shareholders, business | |
report, non-consolidated financial statements, | |
and consolidated financial statements, by | |
disclosing such information through the | |
internet in accordance with the provisions | |
provided in the Ordinance of the Ministry of | |
Justice. | |
(Newly established) | (Measures for Electronic Provision, Etc.) |
Article 15 The Company shall, when convening | |
a general meeting of shareholders, provide | |
information contained in the reference | |
documents for the general meeting of | |
shareholders, etc. electronically. | |
(ii) Among the matters to be provided | |
electronically, the Company may choose not | |
to include all or part of the matters stipulated | |
in the Ordinance of the Ministry of Justice in | |
the paper copy to be sent to shareholders | |
who have requested it by the record date for | |
voting rights. |
Current Articles of Incorporation | Proposed Amendments | |||
(Newly established) | (Supplementary provisions) | |||
1. The amendment of Article 15 of the current | ||||
Articles of Incorporation shall come into | ||||
effect on September 1, 2022 ("Effective | ||||
date"), the Effective Date of the amended | ||||
provisions stipulated in the proviso of | ||||
Article 1 of the supplementary provisions of | ||||
the "Act Partially Amending the Companies | ||||
Act" (Act No. 70 of 2019). | ||||
2. Notwithstanding the provisions of the | ||||
preceding paragraph, Article 15 (Internet | ||||
Disclosure and Deemed Provision of | ||||
Reference Documents for the General | ||||
Meeting of Shareholders, Etc.) of the | ||||
current Articles of Incorporation shall | ||||
remain in force with respect to a general | ||||
meeting of shareholders to be 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 the lapse of three | ||||
months from the date of the general | ||||
meeting of shareholders set forth in the | ||||
preceding paragraph, whichever is later. | ||||
3. Schedule
Date of General Meeting of Shareholders for amending the Articles of Incorporation June 24, 2022
Effective Date of Amendment to Articles of Incorporation June 24, 2022
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Anicom Holdings Inc. published this content on 01 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 June 2022 09:11:02 UTC.