The page for smartphones is this place

Announcement Regarding Partial Amendment to the Articles of Incorporation

May 12,2022

Resona Holdings, Inc.

Resona Holdings, Inc. ("Resona HD") hereby announces that it has resolved, at a meeting of the Board of Directors held on May 12, 2022, to submit a proposal for partial amendment to the Articles of Incorporation to the 21st Ordinary General Meeting of Shareholders scheduled to be held on June 24, 2022, as described below.

I. Purpose of the Amendment to the Articles of Incorporation

The amendment provided in the proviso to Article 1 of the Supplementary Provisions 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 implementation of an electronic provision system of materials for the shareholders meeting, the Company proposes to amend the Articles of Incorporation of the Company as follows:

  • (1)The proposed Article 20, Paragraph 1 provides that an electronic provision measure shall be taken for information that constitutes the contents of the reference documents, etc., for the shareholders meeting.
  • (2)The proposed Article 20, Paragraph 2 is a new provision to limit the scope of matters to be described in written documents to be delivered to shareholders who request delivery of written documents.
  • (3)The provision for disclosure via Internet of reference documents for shareholders meetings, etc. and deemed provision thereof (current Article 20 of the Articles of Incorporation) is deleted as it will become unnecessary.
  • (4)As a result of the foregoing deletion and new provisions, supplementary provisions concerning the effective date, etc., are added.

II. Contents of the Amendment to the Articles of Incorporation

(The amended sections are underlined)

Current ArticlesAmended Articles

Chapter IV Shareholders Meetings

Article 20. (Disclosure Via Internet of Reference Documents for Shareholders Meetings, Etc. and Deemed Provision Thereof)

The Company may, when calling a shareholders meeting, be deemed to have provided to its shareholders information related to matters to be specified or indicated in reference documents for the shareholders meeting, a business report, financial statements and consolidated financial statements by way of disclosure using the Internet pursuant to the provisions of the applicable ordinance of the Ministry of Justice.

Chapter IV Shareholders Meetings

<Deleted>

<new provision>

Article 20. (Electronic Provision Measure of Reference Documents for Shareholders Meetings, Etc.)

  • 1.When calling a shareholders meeting, the Company shall take an electronic provision measure for information that constitutes the contents of reference documents, etc., for the shareholders meeting.
  • 2.The Company may elect not to 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 delivery of written documents by the record date for the exercise of voting rights.
<new provision>

Supplementary Provisions

  • 1.The deletion of Article 20 before the amendment (Disclosure Via Internet of Reference Documents for Shareholders Meetings, Etc. and Deemed Provision Thereof) of these Articles of Incorporation and the adoption of Article 20 after the amendment (Electronic Provision Measure, Etc. of Reference Documents for Shareholders Meetings, Etc.) of these Articles of Incorporation shall be effective from the date of the enforcement of the amendment provided in the proviso to Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) (the "Enforcement Date").
  • 2.Notwithstanding the preceding paragraph, Article 20 before the amendment of these Articles of Incorporation shall be effective for the shareholders meeting date of which falls on a day within six months from the Enforcement Date.
  • 3.These supplementary provisions shall be deleted after the later of the date six months after the Enforcement Date or the date three months after the date of the shareholders meeting mentioned in the preceding paragraph.

III. Schedule (Planned)

Date of the ordinary general meeting of shareholders June 24, 2022 (Friday)
Effective date of the amendment to the Articles of Incorporation June 24, 2022 (Friday)
Download PDF File