TIDMKNM
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 Tokyo and London
Listing
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.
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.
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.
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.
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 The name of the Company is Konami
Holdings Kabushiki Kaisha, being Group Kabushiki Kaisha, being expressed
expressed as "KONAMI HOLDINGS CORPORATION" as "KONAMI GROUP CORPORATION" in
in English. 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 1. An ordinary general meeting
shareholders of the Company shall of shareholders of the Company
be convened in June of each year shall be convened in June of each
and an extraordinary general meeting year and an extraordinary general
of shareholders shall be convened meeting of shareholders shall be
from time to time whenever necessary. convened from time to time whenever
necessary.
Such general meetings of shareholders <Deleted>
shall be held within the wards
in Tokyo.
<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 <Deleted>
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.
<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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END
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