ENGLISH TRANSLATION FOR REFERENCE PURPOSE ONLY
This notice is an English translation of the original Japanese text of the timely disclosure statement dated May 26, 2022 issued by Daio Paper Corporation, and is for reference purposes only. In the event of any discrepancy between the original Japanese text and this English translation, the Japanese text shall prevail.
May 26, 2022
To Whom It May Concern:
Name of Company: | Daio Paper Corporation |
Name of Representative: | Yorifusa Wakabayashi |
President and Representative Director | |
Chief Executive Officer | |
Securities Code: | 3880 |
(Prime Market, Tokyo Stock Exchange) | |
Contact Person: | Shuhei Shinagawa |
Senior Executive Officer | |
General Manager of Corporate Planning Division | |
Telephone No.: | +81 3 6856 7502 |
Regarding Partial Amendments to the Articles of Incorporation
Daio Paper Corporation (hereinafter referred to as the "Company" or "we") hereby announces that we have resolved at the Board of Directors meeting held on May 26, 2022, to submit the proposal of "Partial Amendments to the Articles of Incorporation" for approval at the 111th Annual General Meeting of Shareholders scheduled to be held on June 29, 2022, as follows.
1. Reasons for amendments to the Articles of Incorporation
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Partial additions will be made to the provision of Article 3 (Purposes) of the current Articles of
Incorporation in order to prepare for the Group's diversification of business activities and future business development. - The electronic provision system for materials for the general meeting of shareholders, as stipulated in the amending provisions in the proviso to 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 implementation of such system, the Company proposes to newly establish Article 14 (Electronic Provision Measure, etc.) specifying that an electronic provision measure shall be taken for information that constitutes the contents of reference documents, etc., for the General Meeting of Shareholders and that the documents to be delivered to shareholders who submit a request for the delivery of written documents may include a limited scope of matters.
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In addition, the current provisions of Disclosure via the internet and deemed provision of reference documents, etc. for General Meeting of Shareholders become unnecessary. Consequently, current Article 14 (Disclosure via the internet and deemed provision of reference documents, etc. for General Meeting of Shareholders) of the Articles of Incorporation will be deleted and Supplementary Provisions regarding the effective date associated with these amendments will be established.
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On April 1, 2021, the Company changed the senior management structure and revised the executive officer system for the purposes of expediting the managerial decision-making process and strengthening the oversight function of the Board of Directors.
In accordance with this change, of the current Articles of Incorporation, (i) Article 18 (Number of Directors) will be amended to reduce the maximum number of directors from 20 to 15 in order to invigorate Board meetings, expedite the decision-making process and thereby improve management efficiency; (ii) Article 20 (Term of Office) will be amended to reduce the duration of the term of office of directors from two years to one year in order to clarify the accountability of management, provide a sense of urgency for the directors to manage the Company, and increase the opportunities to seek the confidence of shareholders; (iii) Article 21 (Representative Directors, etc.) will be amended to revise the provision of directors with special titles; and (iv) Article 27 (Executive Officers) will be newly established to add the provision regarding executive officers. - In addition to the above, some of the article numbers will be changed as necessary according to the additions and deletions of the articles.
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Details of amendments to the Articles of Incorporation
The amendments to the Articles of Incorporation are detailed in the appendix. - Schedule
Date of the General Meeting of Shareholders of the Company deliberating on the amendments to the Articles of Incorporation: Wednesday, June 29, 2022
Effective date of the amendments to the Articles of Incorporation: Wednesday, June 29, 2022
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Appendix | |||||
(Underlined parts indicate the amendments.) | |||||
Current Articles of Incorporation | Proposed Amendments | ||||
Articles 1. - 2. | (Provisions omitted) | Articles 1. - 2. | (Unchanged) | ||
(Purposes) | (Purposes) | ||||
Article 3.The purpose of the Company shall be to | Article 3.The purpose of the Company shall be to | ||||
conduct the following business activities: | conduct the following business activities: | ||||
(1) Manufacturing, converting and | (1) Manufacturing, converting and | ||||
buying/selling of paper, pulp products, | buying/selling of paper, pulp, non- | ||||
and by-products thereof. | woven fabric products, and by- | ||||
products thereof. | |||||
(2) - (3) | (Provisions omitted) | (2) - (3) | (Unchanged) | ||
(New) | (4) Manufacturing, converting and | ||||
buying/selling of cellulose nanofiber. | |||||
(4) - (22) | (Provisions omitted) | (5) - (23) (Unchanged) | |||
Articles 4. - 13. | (Provisions omitted) | Articles 4. - 13. | (Unchanged) | ||
Chapter 3: General Meeting of Shareholders | Chapter 3: General Meeting of Shareholders | ||||
(Disclosure via the internet and deemed provision of | |||||
reference documents, etc. for General Meeting of | |||||
Shareholders) | |||||
Article 14.When convening the General Meeting of | (Deleted) | ||||
Shareholders, the Company may be | |||||
deemed to have provided shareholders with | |||||
information on the matters that should be | |||||
described or displayed in the reference | |||||
documents for the General Meeting of | |||||
Shareholders, business reports, financial | |||||
statements, and consolidated financial | |||||
statements, if they are disclosed by the | |||||
method of utilizing the internet in | |||||
accordance with the Ordinance of the | |||||
Ministry of Justice. | |||||
(Electronic provision measure, etc.) | |||||
(New) | Article 14. | ||||
1. | When convening the General Meeting of | ||||
Shareholders, the Company shall take an | |||||
electronic provision measure for | |||||
information that constitutes the contents of | |||||
reference documents, etc., for the General | |||||
Meeting of Shareholders. | |||||
2. | 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 the documents to be | |||||
delivered to shareholders who submit a | |||||
request for the delivery of written | |||||
documents by the record date for voting | |||||
rights. | |||||
Articles 15. - 17. | (Provisions omitted) | Articles 15. - 17. | (Unchanged) | ||
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Current Articles of Incorporation | Proposed Amendments | |||||
Chapter IV. Directors and Board of Directors | Chapter IV. Directors, Board of Directors and | |||||
Executive Officers | ||||||
(Number of Directors) | (Number of Directors) | |||||
Article 18.The Company shall have no more than 20 | Article 18.The Company shall have no more than 15 | |||||
directors. | directors. | |||||
Article 19. | (Provisions omitted) | Article 19. | (Unchanged) | |||
(Term of Office) | (Term of Office) | |||||
Article 20.The term of office of each director shall | Article 20.The term of office of each director shall | |||||
expire at the conclusion of the Annual | expire at the conclusion of the Annual | |||||
General Meeting of Shareholders for the | General Meeting of Shareholders for the | |||||
last fiscal year ending within two years | last fiscal year ending within one year | |||||
following their election. | following their election. | |||||
2 | (Provisions omitted) | 2 | (Unchanged) | |||
3 | (Provisions omitted) | 3 | (Unchanged) | |||
(Representative Director and Others) | (Representative Director and Others) | |||||
Article 21.The Board of Directors may elect, by its | Article 21.The Board of Directors may elect, by its | |||||
resolution, the Chairperson of the Board of | resolution, the Chairperson of the Board of | |||||
Directors, President and Director, | Directors, President and Director, and | |||||
Executive Vice Presidents and Directors, | Executive Vice Presidents and Directors. | |||||
Directors and Senior Managing Executive | ||||||
Officers, and Directors and Managing | ||||||
Executive Officers. | ||||||
2 | (Provisions omitted) | 2 | (Unchanged) | |||
3 | The Chairperson of the Board of Directors | (Deleted) | ||||
shall provide comprehensive supervision | ||||||
over the Company' s over all business. | ||||||
President and Director shall supervise the | ||||||
Company' s over all business. Executive | ||||||
Vice President and Director, Directors and | ||||||
Senior Managing Executive Officers, and | ||||||
Directors and Managing Executive Officers | ||||||
shall support President and Director and be | ||||||
responsible for execution of day-to-day | ||||||
business operations of the Company. | ||||||
Articles 22. - 26. | (Provisions omitted) | Articles 22. - 26. | (Unchanged) | |||
(Executive Officers) | ||||||
(New) | Article 27.The Board of Directors may appoint, by its | |||||
resolution, executive officers and have | ||||||
them execute the Company' s business. | ||||||
Articles 27. - 38. | (Provisions omitted) | Articles 28. - 39. | (Unchanged) | |||
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Current Articles of Incorporation | Proposed Amendments | ||
(New) | (Supplementary Provisions) | ||
1. | The deletion of Article 14 (Disclosure via the | ||
internet and deemed provision of reference | |||
documents, etc. for General Meeting of | |||
Shareholders) of the Articles of Incorporation | |||
before amended and the new establishment of | |||
Article 14 (Electronic provision measure, etc.) | |||
of the Articles of Incorporation after amended | |||
shall come into effect as from September 1, | |||
2022 (hereinafter, "Effective Date") that is the | |||
date of enforcement of the amended provisions | |||
stipulated in the proviso to Article 1 of the | |||
Supplementary Provisions of the Act Partially | |||
Amending the Companies Act (Act No. 70 of | |||
2019). | |||
2. | Notwithstanding the provisions of the | ||
preceding paragraph, Article 14 (Disclosure | |||
via the internet and deemed provision of | |||
reference documents, etc. for General Meeting | |||
of Shareholders) of the Articles of | |||
Incorporation before amended shall remain | |||
effective at the General Meeting of | |||
Shareholders that is held on a day within six | |||
months from the Effective Date. | |||
3. | These Supplementary Provisions shall be | ||
deleted after the later of either the date six | |||
months from the Effective Date or the date | |||
three months from the date of the General | |||
Meeting of Shareholders as set forth in the | |||
preceding paragraph. |
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Attachments
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Disclaimer
Daio Paper Corporation published this content on 01 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 June 2022 06:21:01 UTC.