Feb 03, 2022

  • Corporate

Notice of Partial Amendments to the Articles of Incorporation

Name of listed company: Chugai Pharmaceutical Co., Ltd.
Code number: 4519 (1st Section of Tokyo Stock Exchange)
Head office: 1-1, Nihonbashi-Muromachi 2-Chome, Chuo-ku, Tokyo
President & CEO: Osamu Okuda
Inquiries to: Toshiya Sasai
Head of Corporate Communications Dept.
Tel:+81-(0)3-3273-0554

Chugai Pharmaceutical Co., Ltd. (hereafter the “Company”) announces that the Company resolved at the meeting of its Board of Directors held today, to propose an agenda “Partial Amendments to the Articles of Incorporation” at the 111th Annual General Meeting of Shareholders to be held on March 29, 2022 as follows.

  1. Reasons for the Amendments

    The amended provisions stipulated in the supplementary provision of Article 1 of the Act Partially Amending the Companies Act (Act No. 70 of 2019) will be enforced on September 1, 2022. In order to accommodate a system for providing general shareholder meeting materials in electronic format, the Articles of Incorporation of the Company shall be amended as follows. (Article 15 of the current Articles of Incorporation)

    1. The proposed amendments to Article 15, Paragraph 1 shall stipulate that the Company takes the electronic provision measure for information included in the reference document for general meeting of shareholders, etc.
    2. The proposed amendments to Article 15, Paragraph 2 shall establish a provision to limit the scope of matters to be included in the paper copy to be sent to shareholders who have requested it.
    3. The provisions related to the Disclosure on Internet of Reference Materials for General Meeting of Shareholders Deemed and Deemed Provision of that Information (Article 15 of the current Articles of Incorporation) will become unnecessary and will therefore be deleted.
    4. In line with the above establishment and deletion of the provisions, supplementary provisions related to the effective date, etc. shall be established.
  2. Contents of the Amendments

    Details of the proposed amendments are as follows:

    (Amended parts are underlined.)

    CurrentProposed Amendments
    CHAPTER 3
    GENERAL MEETING OF SHAREHOLDERS
    Article 15 (Disclosure on Internet of Reference Materials for General Meeting of Shareholders Deemed and Deemed Provision of that Information)
    If the Company discloses information relating to matters stated or indicated in reference documents, business report, accounting documents and consolidated financial statements (including Accounting Auditor’s report and Audit & Supervisory Board Members’ report relating to any such consolidated accounting documents) in connection with convening the General Meeting of Shareholders through the Internet pursuant to the Ordinance of the Ministry of Justice, the Company may deem that it has provided the same to shareholders.
    (Deleted)
    (Newly established) Article 15 (Electronic Provision Measure, Etc.)
    The Company shall, when convening a general meeting of shareholders, take the electronic provision measure for information included in the reference document for general meeting of shareholders, etc.
    1. Among the matters subject to the electronic provision measure, the Company may choose not to include all or part of the matters stipulated in the Ordinance of the Ministry of Justice in the paper copy to be sent to shareholders who have requested it by the record date for voting rights.
    (Newly established) (Supplementary Provisions)
    1. The deletion of Article 15 (Disclosure on Internet of Reference Materials for General Meeting of Shareholders Deemed and Deemed Provision of that Information) of the current Articles of Incorporation and the new establishment of the proposed Article 15 (Electronic Provision Measure, Etc.) shall come into effect on September 1, 2022.
    2. Notwithstanding the provisions of the preceding paragraph, Article 15 of the current Articles of Incorporation shall remain in force with respect to a general meeting of shareholders to be held on a date within six (6) months from September 1, 2022,
    3. These supplementary provisions shall be deleted on the later of either the day on which six (6) months elapse from September 1, 2022 or the day on which three (3) months elapse from the day of the general meeting of shareholders set forth in the preceding paragraph.
  3. Schedule

    Annual General Meeting of Shareholders to approve the Amendments: March 29, 2022
    Effective Date of the Amendments: March 29, 2022

Contact:

  • For Media
  • Chugai Pharmaceutical Co., Ltd.
  • Media Relations Group, Corporate Communications Dept.,
  • Tomoko Shimizu
  • Tel: +81-3-3273-0881
  • E-mail: pr@chugai-pharm.co.jp
  • For Investors
  • Chugai Pharmaceutical Co., Ltd.
  • Investor Relations Group, Corporate Communications Dept.,
  • Takayuki Sakurai
  • Tel: +81-3-3273-0554
  • E-mail: ir@chugai-pharm.co.jp
  • Like
  • Post
  • LINE it!
  • E-mail
Back to top