Notice regarding Partial Amendments to the Articles of Incorporation
Ono Pharmaceutical Co., Ltd. (Osaka, Japan; President, Representative Director, Gyo Sagara; “the Company”) announced that the Company resolved at the meeting of the Board of Directors held today to propose an agenda “Partial Amendments to the Articles of Incorporation” at the 74th Ordinary General Meeting of Shareholders to be held on June 23, 2022 as follows:
Reasons for the Amendments
1) In order to give flexibility to the operation of the general shareholders’ meeting, the provisions of the convener and chairperson of the general shareholders’ meeting (Article 13 of the current Articles of Incorporation) will be changed. 2) The revised 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 prepare for the introduction of the system for providing general shareholders’ meeting materials in electronic format, the Articles of Incorporation of the Company will be amended as follows: (1) The proposed amendments to Article 14, Paragraph 1 will stipulate that the Company will take electronic provision measures for information contained in the reference documents for the general shareholders’ meeting, etc. (2) The proposed amendments to Article 14, Paragraph 2 will establish a provision to limit the scope of matters to be described in the paper-based documents to be delivered to shareholders who have requested it. (3) The provisions related to the internet disclosure and deemed provision of reference documents for the general shareholders’ meeting, etc. (Article 14 of the current Articles of Incorporation) will become unnecessary and therefore will be deleted. (4) In line with the above establishment and deletion of the provisions, supplementary provisions related to the effective date, etc. will be established.
Contents of the Amendments
Details of the proposed amendments are shown in the attachment.
Date of General Shareholders’ Meeting to amend the Articles of Incorporation : June 23, 2022 Effective date of the amendments to the Articles of Incorporation : June 23, 2022