REG - Konami Holdings Corp - Amendments to the Articles of Incorporation

KonamiAnnouncement

12/05/2022 08:30

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RNS Number : 2451L  Konami Holdings Corporation  12 May 2022

May 12, 2022

FOR IMMEDIATE RELEASE

 

 Company Name            KONAMI HOLDINGS CORPORATION
 Representative          Kimihiko Higashio

                         Representative Director, President
 Stock Exchange Listing  Tokyo and London
 Contact                 Shinichiro Yoneyama

                         Corporate Officer, General Affairs Division
                         (TEL．81-3-6636-0573)

 

 

Notice Regarding Partial Amendments to the Articles of Incorporation

 

 

KONAMI HOLDINGS CORPORATION ("the Company") hereby notifies that it has
resolved at the meeting of the Board of Directors held today to submit a
proposal for "Partial Amendments to the Articles of Incorporation" at the
50(th) Ordinary General Meeting of Shareholders scheduled to be held on June
28, 2022.

 

1.    Reasons for Amendments

(1)   The current fiscal year marks the 50(th) anniversary since the
Company's establishment in March 1973. (The Company was founded in March
1969.)

Since its establishment, the Company has expanded its business as a pioneer in
the Japanese entertainment industry and now operates in four business
segments: Digital Entertainment, Amusement, Gaming & Systems, and Sports.

In marking the Company's 50(th) anniversary since its establishment, we intend
to change the trade name so that we, along with its group companies, will
continue to take on new challenges and strive for further growth as a
sustainable company. We therefore shall amend Article 1 of the Articles of
Incorporation and its supplementary provisions concerning the effective date
and other matters.

 

(2)   The "Act for Partially Amending the Industrial Competitiveness
Enhancement Act and Other Related Acts" (Act No. 70 of 2021) was enforced on
June 16, 2021, enabling listed companies to hold General Meeting of
Shareholders without designating a location (so-called "Virtual-Only" General
Meeting of Shareholders) if such is defined in its Articles of Incorporation.

The Company considers that General Meeting of Shareholders will increase its
activeness, efficiency, and smoothness by making it easier for many
shareholders to attend the meeting regardless of their place of residence. It
will also mitigate the risks such as various infectious diseases and the
occurrence of large-scale natural disasters and thus amend Article 13 of the
Articles of Incorporation and its supplementary provisions concerning the
effective date and other matters to permit the holding of General Meeting of
Shareholders without designating a location.

(3)   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 come into force on September 1, 2022. To prepare for
the implementation of an electronic provision system for documents for General
Meeting of Shareholders, the following amendments to the Articles of
Incorporation of the Company shall be made.

①   The proposed amendment to Article 16, Paragraph 1 stipulates that the
Company takes electronic provision measure for information that constitutes
the contents of reference materials and others for the General Meeting of
Shareholders.

②   The proposed amendment to Article 16, Paragraph 2 places limit to the
scope of the contents to be included in the paper copy to be sent to
shareholders who have requested it.

③   The provisions related to Internet Disclosure of Reference Documents,
etc. and Deemed Provision Thereof (current Article 16 of the Articles of
Incorporation) is deleted as it will become unnecessary.

④   As a result of the foregoing establishment and deletion of the
provisions, supplementary provisions concerning the effective date and other
matters shall be established.

 

 

2.    Details of Amendments

Details of amendments are shown in the Appendix.

 

 

3.    Schedule

Ordinary General Meeting of Shareholders necessary for the amendments
June 28, 2022 (Tentative)

 

Effective date of the amendment to the Articles of Incorporation

Item 1. (1) of the above        July 1, 2022 (Tentative)

Item 1. (2) of the above        June 28, 2022 or the date that the
confirmation from the Minister of Economy, Trade and Industry and the Minister
of Justice is received, whichever is later.

Item 1. (3) of the above        June 28, 2022 (Tentative)

 

(Translation)

This document has been translated for reference purposes only from the
original document in Japanese. The Japanese original shall prevail in the
event of any discrepancy between this translation and the Japanese original.

 

Appendix: Details of amendments to the Articles of Incorporation

(The parts to be amended is underlined.)

 Current Articles of Incorporation                                                Proposed amendments
 Chapter I:                                                                       Chapter I:

GENERAL PROVISIONS
GENERAL PROVISIONS
 Article 1     (Trade Name)                                                       Article 1     (Trade Name)
 The name of the Company is Konami Holdings Kabushiki Kaisha, being expressed     The name of the Company is Konami Group Kabushiki Kaisha, being expressed as
 as "KONAMI HOLDINGS CORPORATION" in English.                                     "KONAMI GROUP CORPORATION" in English.

 Articles 2 - 12  Omitted                                                         Articles 2 - 12  Unchanged 

 Chapter III:                                                                     Chapter III:

GENERAL MEETING OF SHAREHOLDERS
GENERAL MEETING OF SHAREHOLDERS
 Article 13   (Convocation)                                                       Article 13   (Convocation)
 An ordinary general meeting of shareholders of the Company shall be convened     1.  An ordinary general meeting of shareholders of the Company shall be
 in June of each year and an extraordinary general meeting of shareholders        convened in June of each year and an extraordinary general meeting of
 shall be convened from time to time whenever necessary.                          shareholders shall be convened from time to time whenever necessary.
 Such general meetings of shareholders shall be held within the wards in Tokyo.    Deleted 
  New                                                                             2.  The Company may hold a general meeting of shareholders without a
                                                                                  designated location for the meeting.

 Articles 14 - 15  Omitted                                                        Articles 14 - 15  Unchanged 

 Article 16   (Internet Disclosure of Reference Documents, etc. and Deemed         Deleted 
 Provision Thereof)
 In convening a general meeting of shareholders, the Company may, pursuant to
 the relevant regulation issued by the Ministry of Justice, deem that it has
 duly provided its shareholders with the information which must be mentioned or
 displayed in the reference document of a general meeting of shareholders,
 business report, financial statements and consolidated financial statements by
 disclosing such information using the Internet.
  New                                                                             Article 16   (Measures for Electronic Provision, etc.)
                                                                                  1.  When the Company convenes a general meeting of shareholders, it shall
                                                                                  take measures for electronic provision of information contained in the
                                                                                  reference documents for the general meeting of shareholders, etc.
                                                                                  2.  Among items that are provided electronically, 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 17 - 35  Omitted                                                        Articles 17 - 35  Unchanged 

  New                                                                             (Supplementary Provisions)
  New                                                                             Article 1

                                                                                  The amendments to Article 1 (Trade Name) shall come into effect as of July 1,
                                                                                  2022, and this Supplementary Provision shall be deleted on the day of the
                                                                                  entry into force of the amendments.
  New                                                                             Article 2

                                                                                  The establishment of Article 13 (Convocation), Paragraph 2 shall come into
                                                                                  effect as of June 28, 2022 or the date that the confirmation from the Minister
                                                                                  of Economy, Trade and Industry and the Minister of Justice is received
                                                                                  pursuant to the "Act for Partially Amending the Industrial Competitiveness
                                                                                  Enhancement Act and Other Related Acts" (Act No. 70 of 2021), whichever is
                                                                                  later, and this Supplementary Provision shall be deleted on the day of the
                                                                                  entry into force.
  New                                                                             Article 3

                                                                                  1.  The deletion of Article 16 (Internet Disclosure of Reference Documents,
                                                                                  etc. and Deemed Provision Thereof) in the pre-amended Articles of
                                                                                  Incorporation and the establishment of the new Article 16 (Measures, etc. for
                                                                                  Providing Information in Electronic Format) in the amended Articles of
                                                                                  Incorporation 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").
  New                                                                             2.  Notwithstanding the provision of the preceding paragraph, Article 16 of
                                                                                  the pre-amended Articles of Incorporation shall remain effective regarding any
                                                                                  general meeting of shareholders held on a date within six months from the Date
                                                                                  of Enforcement.
  New                                                                             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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