2022

May 11, 2022

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MINEBEA MITSUMI Inc.

Notice Regarding the Partial Amendments to the Articles of Incorporation

MINEBEA MITSUMI Inc. (the "Company") hereby announces that its Board of Directors has today resolved to submit a proposal to partially amend its Articles of Incorporation to the upcoming 76th Ordinary General Meeting of Shareholders held on June 29, 2022. Details are as follows:

1. Reason of the Amendments

In accordance with the amended provisions stipulated in a proviso to Article 1 of the Supplementary Provisions of the "Act for Partial Amendment of the Companies Act" (Act No. 70 of 2019), which will come into effect on September 1, 2022, the Company will make the following necessary amendments to its Articles of Incorporation in order to introduce a system for the electronic provision of materials for general meetings of shareholders.

  • (1) Article 14 (Measures for electronic provision of information, etc.), Paragraph 1 of the proposed amendments is to be newly introduced, as the Company will be obliged to stipulate in its Articles of Incorporation that it will take measures for the electronic provision of the information contained in reference materials for general meetings of shareholders, etc.
  • (2) Article 14 (Measures for electronic provision of information, etc.), Paragraph 2 of the proposed amendments is to be newly introduced in order to allow the scope of the matters described in the documents to be delivered to shareholders who have requested document delivery to be limited to the scope specified by the Ordinance of the Ministry of Justice, with respect to those matters for which measures for electronic provision of information are to be taken concerning the information contained in reference materials for general meetings of shareholders, etc.
  • (3) Articles 14 (Disclosure of reference materials for general meeting of shareholders, etc. via the Internet and deemed provision) of the current Articles of Incorporation is to be deleted, as its provisions will become unnecessary once the system of electronic provision of materials for general meetings of shareholders is introduced.
  • (4) Supplementary provisions are to be established concerning the effectiveness of the above newly introduced and deleted provisions. These supplementary provisions shall be deleted after the appropriate period has elapsed.

2. Details of the amendments

The Articles of Incorporation will be changed as follows.

(The underlined parts show changes.)

Current Articles of Incorporation Articles of Incorporation after the amendment

Article 14. (Disclosure through the Internet and Deemed Delivery of Reference Documents, Etc. for General Meetings of Shareholders)
Upon convening a general meeting of shareholders, it may be deemed that the Company has provided the shareholders with information relating to the matters that should be described or indicated in the reference documents for the general meeting of shareholders, business reports, non-consolidated financial statements, and consolidated financial statements, on the condition that such information is disclosed through the Internet in accordance with the ordinance of the Ministry of Justice.

<Deleted>

<Newly established>

Article 14. (Electronic provision measure, etc.)
When convening the General Meeting of Shareholders, the Company shall take electronic provision measures as set forth in Article 325-2 of the Companies Act for information that constitutes the contents of reference materials, etc., for the General Meetings of Shareholders.
The Company may not include all or part of the matters for an electronic provision measure as set forth in the Ordinance of the Ministry of Justice in documents to be delivered to shareholders who submit a request for the delivery of written documents under Article 325-5 of the Companies Act by the record date for voting rights.

<Newly established>

(Supplementary Provisions)
The deletion of Article 14 (Disclosure via internet and deemed furnishing of reference materials, etc. for General Meeting of Shareholders) of Articles of Incorporation prior to the amendments and the new establishment of Article 14 (Measures for providing information in electronic format, etc.) of the Articles of Incorporation after amendments shall be effective from September 1, 2022, 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").
Notwithstanding the provision of the preceding paragraph, Article 14 (Disclosure via internet and deemed furnishing of reference materials, etc. for General Meeting of Shareholders) of Articles of Incorporation prior to the amendments shall remain effective regarding any General Meeting of Shareholders held on a date within six months from the Date of Enforcement.
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.

3. Schedule

Ordinary General Meeting of Shareholder for the amendments June 29, 2022
Date that the amendments come into effect June 29, 2022
Company Name: MINEBEA MITSUMI Inc.
Representative: Yoshihisa Kainuma
Representative Director, CEO & COO
(Code No. 6479, TSE Prime Market)
Contact: Nobuhide Iwaida
General Manager
HR & General Affairs Department
Phone: +81-(0)3-6758-6712
Information in the press releases is current on the date of the announcement.
Product information, contact and other context are subject to change without prior notice.

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