Last checked at 12 May 2022 08:21
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 50th Ordinary General Meeting of Shareholders scheduled to be held on June 28, 2022.
1. Reasons for Amendments
(1) The current fiscal year marks the 50th 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 50th 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:GENERAL PROVISIONS | Chapter I:GENERAL PROVISIONS |
Article 1 (Trade Name) | Article 1 (Trade Name) |
The name of the Company is Konami Holdings Kabushiki Kaisha, being expressed as "KONAMI HOLDINGS CORPORATION" in English. | The name of the Company is Konami Group Kabushiki Kaisha, being expressed as "KONAMI GROUP CORPORATION" in English. |
Articles 2 - 12 | Articles 2 - 12 |
Chapter III:GENERAL MEETING OF SHAREHOLDERS | Chapter III:GENERAL MEETING OF SHAREHOLDERS |
Article 13 (Convocation) | Article 13 (Convocation) |
An ordinary general meeting of shareholders of the Company shall be convened in June of each year and an extraordinary general meeting of shareholders shall be convened from time to time whenever necessary. | 1. An ordinary general meeting of shareholders of the Company shall be convened in June of each year and an extraordinary general meeting of shareholders shall be convened from time to time whenever necessary. |
Such general meetings of shareholders shall be held within the wards in Tokyo. | |
2. The Company may hold a general meeting of shareholders without a designated location for the meeting. | |
Articles 14 - 15 | Articles 14 - 15 |
Article 16 (Internet Disclosure of Reference Documents, etc. and Deemed 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. | |
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 | Articles 17 - 35
|
(Supplementary Provisions) | |
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. | |
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. | |
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"). | |
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. | |
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. | |