Rakuten Group, Inc. (hereinafter the “Company”) announces that the Board of Directors today resolved to propose the following amendments to the Articles of Incorporation at the 25th Annual General Shareholders’ Meeting to be held on March 30, 2022.
1. Reasons for the proposal
1. As a result of revisions to the Payment Services Act, “virtual currency” has been renamed “crypto-assets.” This proposal seeks to amend Article 2, Paragraph 1, Item 16 of the Company’s Articles of Incorporation accordingly.
2. With the enactment of the “Act for Partially Amending the Industrial Competitiveness Enhancement Act and Other Related Acts” (Act No. 70 of 2021), publicly listed companies may hold General Shareholders’ Meetings with no specified location (so-called “virtual-only General Shareholders’ Meetings”), provided that said meetings are confirmed by the Minister of Economy, Trade and Industry and the Minister of Justice. This proposal seeks to add Paragraph 2 to Article 12 of the Articles of Incorporation to enable the Company to hold virtual-only General Shareholders’ Meetings. Virtual-only General Shareholders’ Meetings would energize the meetings, make them more efficient, and facilitate their smooth operation by enabling many shareholders, including shareholders at remote locations, to attend them. They would also contribute to measures to prevent the spread of COVID-19. At the time of submitting this proposal, the Company received confirmation from the Minister of Economy, Trade and Industry and the Minister of Justice necessary for holding virtual-only General Shareholders’ Meetings.
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. Accordingly, in order to prepare for the introduction of the system for electronic provision of materials for General Shareholders’ Meetings, the Articles of Incorporation of the Company shall be amended as follows.
(1) The proposed Article 15, Paragraph 1 stipulates that the Company takes electronic provision measures for information contained in the Reference Documents for the General Shareholders’ Meeting, etc.
(2) The purpose of the proposed Article 15, Paragraph 2 is to 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 Internet Disclosure and Deemed Provision of Reference Documents for General Shareholders Meeting (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. Details of the proposed amendment
The details of the proposed amendment are as follows:
(Amendments are underlined)