Partial Amendments in the Articles of Incorporation
SoftBank Group Corp. (“SBG”) announced today that its Board of Directors resolved to submit a request for approval for “Partial Amendments in the Articles of Incorporation” to the 42nd Annual General Meeting of Shareholders scheduled to be held on June 24, 2022. The content and other outline of the amendments are as follows.
1. Reasons for amendment
The amending provisions set out 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 from September 1, 2022, so the Company proposes the following amendments to the Company’s Articles of Incorporation in order to prepare for the introduction of the system for providing materials for the General Meeting of Shareholders in electronic format.
- The proposed amended Article 14, Paragraph 1 will stipulate to the effect that measures for provision in electronic format are to be taken in relation to information constituting the contents of reference documents, etc. for the General Meeting of Shareholders.
- The proposed amended Article 14, Paragraph 2 will establish provisions that limit the scope of matters stated in written documents delivered to shareholders who request delivery of written documents.
- The provisions of “Disclosure and Deemed Provision of Reference Materials for the General Meeting of Shareholders via the Internet” (Article 14 of the current Articles of Incorporation) will become unnecessary, so those provisions will be deleted.
- As a consequence of the additions and deletion stated above, supplementary provisions related to the effective date and the like will be established.
2. Content of the Amendments
|Existing Articles of Incorporation||Proposed Amendment|
|(DISCLOSURE AND DEEMED PROVISION OF REFERENCE MATERIALS FOR THE GENERAL MEETING OF SHAREHOLDERS VIA THE INTERNET)|
ARTICLE 14. In convening the General Meeting of Shareholders, the Company may deem that information regarding matters that should be described or shown in the reference materials for the General Meeting of Shareholders, business reports, financial statements and consolidated financial statements (including the Independent Auditors’ Report or the Audit Report regarding such consolidated financial statements) has been provided to the shareholders, if such information is disclosed over the Internet in accordance with the Ordinance of the Ministry of Justice.
|(New)||(MEASURES FOR PROVISION IN ELECTRONIC FORMAT, ETC.)|
ARTICLE 14. In convening a General Meeting of Shareholders, the Company shall take measures for provision in electronic format in relation to information constituting the contents of reference documents, etc. for the General Meeting of Shareholders.
2. Of the matters subject to measures for provision in electronic format, the Company may forgo stating all or part of the matters stipulated by ordinance of the Ministry of Justice in written documents delivered to shareholders who have requested delivery of written documents before the record date for voting rights.
1. The amendment to Article 14 of the Articles of Incorporation shall become effective on and from September 1, 2022, which is when the amending provisions set out in the proviso of Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) are enforced (the “Enforcement Date”).
2. Notwithstanding the provisions of the preceding paragraph, Article 14 of the Articles of Incorporation (Disclosure and Deemed Provision of Reference Materials for the General Meeting of Shareholders via the Internet) shall be effective in relation to a General Meeting of Shareholders whose date falls within six (6) months after the Enforcement Date.
3. These Supplementary Provisions shall be deleted after the later of the day on which six (6) months will have elapsed since the Enforcement Date or the day on which three (3) months will have elapsed since a General Meeting of Shareholders provided for in the preceding paragraph.
|Date of Annual General Meeting of Shareholders deliberating on the amendments in the Articles of Incorporation||June 24, 2022|
|Date of entry into force of amendment||June 24, 2022|
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