Translation
Notice: This document is an excerpt translation of the original Japanese document and is only for reference purposes.
In the event of any discrepancy between this translated document and the original Japanese document, the latter shall prevail.
January 14, 2022 | |
Company Name: | Money Forward, Inc. |
Representative: | Yosuke Tsuji |
Representative Director, President and CEO | |
(Securities Code: 3994, | |
Stock Exchange: TSE First Section) | |
Inquiries: | Naoya Kanesaka |
Director, Executive Officer and CFO | |
(TEL: +81-3-6453-9160) |
Notice Regarding Partial Amendments to the Articles of Incorporation
Money Forward, Inc. (the "Company"), hereby announces that it has decided, by a resolution of its Board of Directors on January 14, 2022, to propose the following amendments to the Articles of Incorporation to the 10th Annual General Meeting of Shareholders of the Company which will be held on February 21, 2022.
1. Purpose of the proposal
- The Company proposes to amend the Articles of Incorporation to allow the Company to hold a General Meeting of Shareholders without a fixed place (a virtual-only General Meeting of Shareholders) in order to ensure the interests of shareholders by making the General Meeting of Shareholders more active, efficient, and effortless by making it easier for many shareholders including those in remote areas to attend the meeting and by contributing to countermeasures against infectious diseases such as COVID- 19.
- The revised provisions stipulated in the proviso of the Supplementary Provisions, Article 1 of The Act Partially Amending the Companies Act (Act No.70 of 2019) will come into effect on September 1, 2022. In line with this change, the Company proposes to newly establish the provision to take electronic provision measures to provide information including the contents of Reference Documents for General Meeting of Shareholders, etc. in an electronic format and the provision to limit the scope of matters covered in the documents to be delivered to shareholders who have requested delivery of materials in a paper-based format. In addition, the Company proposes to remove the provisions on Internet disclosure and deemed provision of Reference Documents for General Meeting of Shareholders, etc. and establish supplementary provisions including those regarding the effective date.
- The Company proposes to amend Article 2 (Purposes) of the existing Articles of Incorporation to correct some words and revise the expressions.
2. Details of the proposed amendments
The details of the proposed amendments are as follows:
(The underlined portions are proposed to be amended.) | |||
Existing Articles of Incorporation | Proposed amendments | ||
(Purposes) | (Purposes) | ||
Article 2. | Article 2. | ||
The purpose of the Company shall be to engage in the | The purpose of the Company shall be to engage in the | ||
following businesses: | following businesses: | ||
(1) Planning, production and operation of websites for the | (1) Planning, production and operation of websites for the | ||
Internet and mobile devices, reward point services,and | Internet and mobile devices, and related subcontracting | ||
related subcontracting services | services | ||
(2) Planning, design, creation, development, construction, | (2) Planning, design, creation, development, construction, | ||
sales and operation of various information provision services | sales and operation of various information provision services | ||
using the Internet, data and data analysis, and related | using the Internet, reward point services,data and data | ||
subcontracting services | analysis, and related subcontracting services | ||
(3) Planning, design, creation and operation of advertising | (3) (Change in Japanese only; English unchanged) | ||
and online sales using the Internet, mobile devices, etc., and | |||
related subcontracting services | |||
(4) | (Item omitted) | (4) | (Item omitted) |
(5) Research, planning, design, development, sales and | (5) (Change in Japanese only; English unchanged) | ||
maintenance of computers, peripherals and related | |||
equipment, software and hardware, and related | |||
subcontracting services | |||
(6) Planning, production and sales of books, magazines and | (6) (Change in Japanese only; English unchanged) | ||
other printed materials, as well as electronic publications | |||
(7) Planning, production and sales of video and audio | (7) (Change in Japanese only; English unchanged) | ||
contents | |||
(8) Planning, design, subcontractingand management of | (8) Planning, design and management of lectures, | ||
lectures, symposiums, seminars, etc. | symposiums, seminars, etc., and related subcontracting | ||
services | |||
(9) - (11) | (Items omitted) | (9) - (11) | (Items omitted) |
(12) Planning, operation and management of recruitment and | (12) Services related to planning, operation and management | ||
job search information services | of recruitment and job search information services | ||
(13) Investment and management of domestic and foreign | (13) (Change in Japanese only; English unchanged) | ||
securities, foreign exchange, funds, real estate, derivatives | |||
transactions, commodity futures transactions, silent | |||
partnerships, etc. | |||
(14) - (28) | (Items omitted) | (14) - (28) | (Items omitted) |
(29) Services related to agency, brokerage, intermediation, | (29) (Change in Japanese only; English unchanged) | ||
solicitation | and commissioning for the various financial | ||
Existing Articles of Incorporation | Proposed amendments | ||||
institutions encompassing the banking industry, cooperative | |||||
financial industry, lending industry, financial instruments | |||||
industry, insurance industry and trust industry | |||||
(30) - (31) | (Items omitted) | (30) - (31) | (Items omitted) | ||
(Convocation) | (Convocation) | ||||
Article 15. | Article 15. | ||||
An Annual General Meeting of Shareholders shall be | 1.An Annual General Meeting of Shareholders shall be | ||||
convened within three months after the end of each fiscal | convened within three months after the end of each fiscal | ||||
year, and an Extraordinary General Meeting of Shareholders | year, and an Extraordinary General Meeting of Shareholders | ||||
shall be convened when necessary. | shall be convened when necessary. | ||||
(Newly established) | 2. A General Meeting of Shareholders of the Company may | ||||
be a General Meeting of Shareholders without a fixed place. | |||||
(Internet disclosure and deemed provision of Reference | (Deleted) | ||||
Documents for General Meeting of Shareholders, etc.) | |||||
Article 20. | |||||
The Company may, when convening a General Meeting of | |||||
Shareholders, deem that it has provided shareholders with | |||||
information pertaining to matters to be described or | |||||
indicated in the Reference Documents for General Meeting | |||||
of Shareholders, business reports, financial statements and | |||||
consolidated financial statements by disclosing such | |||||
information via the Internet in accordance with the | |||||
applicable Ministry of Justice Order. | |||||
(Newly established) | (Electronic provision measures, etc.) | ||||
Article 20. | |||||
1. The Company shall, when convening a General Meeting | |||||
of Shareholders, take electronic provision measures to | |||||
provide information including the contents of Reference | |||||
Documents for General Meeting of Shareholders, etc. in an | |||||
electronic format. | |||||
2. The Company may choose not to include all or part of the | |||||
matters for which electronic provision measures are to be | |||||
taken, as provided for in the applicable Ministry of Justice | |||||
Order, in the documents to be delivered to shareholders who | |||||
have requested delivery of materials in a paper-based format | |||||
by the record date for voting rights. | |||||
Existing Articles of Incorporation | Proposed amendments |
(Newly established) | Supplementary provisions |
Article 1. | |
Article 20 of the existing Articles of Incorporation (Internet | |
disclosure and deemed provision of Reference Documents | |
for General Meeting of Shareholders, etc.) shall be deleted | |
and the proposed amendment of Article 20 (Electronic | |
provision measures, etc.) shall come into effect on | |
September 1, 2022. | |
Article 2. | |
Notwithstanding the provisions of the preceding Article, | |
Article 20 of the existing 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. | |
Article 3. | |
The Supplementary provisions shall be deleted after six | |
months have elapsed from the effective date or after three | |
months have elapsed from the date of the General Meeting | |
of Shareholders set forth in the preceding Article, whichever | |
is later. | |
3. Schedule
Date of the General Meeting of Shareholders to amend the Articles of Incorporation (Scheduled): February 21, 2022 Effective date of the amendments to the Articles of Incorporation (Scheduled):
- Article 2: February 21, 2022
- Article 15: February 21, 2022
- Article 20: September 1, 2022
Attachments
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Disclaimer
Money Forward Inc. published this content on 14 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 January 2022 09:41:07 UTC.