SUMIDA: Company News

Partial Amendment to the Articles of Incorporation

February 22nd 2022
Press Release

SUMIDA CORPORATION (hereafter the “Company”) whereby inform that we have decided to submit the agenda on partial amendment to the Articles of Incorporation to the 67th Annual General Meeting of Shareholders scheduled for March 25, 2022, as approved by the Board of Directors meeting held today. 

  1. Reasons for Amendments
    1. Introduction of measures for electronic provision of the Reference Materials for Annual General Meeting of Shareholders, etc.
      The revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) will be enforced from September 1, 2022. Accordingly, the Company proposes to make the necessary amendments to prepare for the introduction of the system for providing materials for General Meetings of Shareholders in electronic format.
    2. Elimination of specific statutory names for Executive Officers
      In Article 41 of the current Articles of Incorporation, specific statutory names for Executive Officers to be appointed were presented. However, to change the division of roles among Executive Officers in response to changes in the environment surrounding the Company, the Company wishes to stop indicating specific statutory names of Executive Officers and flexibly specify statutory names of Executive Officers including CEO as Representative Executive Officers and to appoint them at the Board of Directors.
    3. Change to the number of times dividends are paid
      In Article 51 of the current Articles of Incorporation, the Company sets the record dates of dividends to be March 31, June 30, September 30, and December 31. However, amid the market environment changing at an alarming pace, the Company wishes to pay dividends twice, interim and year-end, in order to stably pay an appropriate dividend amount to shareholders.
  2. Details of Amendments
    The details of the amendments are as follows.

    Of the amendments to the Articles of Incorporation, the amendments to Article 41 and Article 51 shall take effect at the conclusion of the 67th Annual General Meeting of Shareholders scheduled for March 25, 2022, and the amendments to Article 15 shall take effect on September 1, 2022, with Supplementary Provisions to that effect.

    (Portions in grey are to be amended.)
    Current Articles of Incorporation Amended Articles of Incorporation
    Articles 1 – 14 (Text omitted) Articles 1 – 14 (Unchanged)

    Articles 15 (Deemed provision of the disclosure via the Internet of reference materials, etc. for Annual General Meeting of Shareholders)

    When convening Annual General Meeting of Shareholders, the Company may be deemed to have provided shareholders with necessary information that should be described or presented in statutory documents, including reference materials for Annual General Meeting of Shareholders, business reports, non-consolidated and consolidated financial reports, if they are disclosed via the Internet in accordance with the Ministry of Justice Ordinance.

    (Deleted)
    (Newly established)

    Article 15 Measures for Providing Information in Electronic Format, Etc.

    1. When convening Annual General Meeting of Shareholders, the Company shall take measures for providing information that constitutes the content of reference materials, etc. for Annual General Meeting of Shareholders in electronic format.
    2. Among items for which the measures for providing information in electronic format will be taken, the Company may exclude all or some of those items designated by the Ministry of Justice Order from statements in the paper-based documents to be delivered to shareholders who requested the delivery of paper-based documents by the record date of voting rights.

    Articles 16 – 40 (Text omitted)

    Articles 16 – 40 (Unchanged)

    Article 41 Representative Executive Officers and Executive Officers Holding Statutory Names

    1. The Board of Directors shall appoint two (2) or more Representative Executive Officers, of which one shall be appointed as Representative Executive Officer and CEO (Chief Executive Officer) by resolution of the Board of Directors.
    2. The Board of Directors may appoint Executive Officer and Group President, Executive Officer and CFO (Chief Financial Officer), Executive Officer and COO (Chief Operating Officer) and other Executive Officer(s) Holding Statutory Name(s) by resolution of the Board of Directors.

    Article 41 Representative Executive Officers and Executive Officers Holding Statutory Names

    1. The Board of Directors shall appoint two (2) or more Representative Executive Officers by resolution of the Board of Directors.


    2. The Board of Directors may appoint Executive Officer(s) Holding Statutory Name(s) by resolution of the Board of Directors.

    Articles 42 – 50 (Text omitted)

    Articles 42 – 50 (Unchanged)

    Article 51 Dividends

    1. Retained earnings shall be distributed as dividend to shareholders or registered pledgees whose names are registered or recorded in the final shareholders registry as of base dates as described below of each year.
    First quarter: March 31
    Second quarter: June 30
    Third quarter: September 30
    Fourth quarter: December 31
    2. (Text omitted)
    3. (Text omitted)
    4. (Text omitted)

    Article 51 Dividends

    1. Retained earnings shall be distributed as dividend to shareholders or registered pledgees whose names are registered or recorded in the final shareholders registry as of base dates as described below of each year.
    Record date for interim dividends: June 30
    Record date for year-end dividends: December 31
    2. (Unchanged)
    3. (Unchanged)
    4. (Unchanged)

     Articles 52 (Text omitted)

    (Newly established)

     Articles 52 (Unchanged)

    Supplementary Provisions (Resolution Concerning
    Amendments to the Articles of Incorporation
    at General Meeting of Shareholders on March 25, 2022)
    1. The deletion of Article 15 (Deemed provision of the disclosure via the Internet of reference materials, etc. for Annual General Meeting of Shareholders) of the Articles of Incorporation before amendments and the new establishment of Article 15 of the Articles of Incorporation (Measures for Providing Information in Electronic Format, Etc.) after amendments shall be effective from the date of enforcement of the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) (hereinafter referred to as the “Date of Enforcement”), which is September 1, 2022.
    2. Notwithstanding the provisions of the preceding paragraph, Article 15 of the Articles of Incorporation before amendments shall remain effective regarding any General Meeting of Shareholders held on a date within six months from the Date of Enforcement.
    3. These Supplementary Provisions shall be deleted on the date when six months have elapsed from the Date of Enforcement or three months have elapsed from the date of the General Meeting of Shareholders in the preceding paragraph, whichever is later.



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