(Delayed) Notice of Partial Amendments to Articles of Incorporation
May 11, 2022
SKY Perfect JSAT Holdings Inc. (Head Office: Minato-ku, Tokyo; Representative Director, President: Eiichi Yonekura; hereinafter, the “Company”) announces that it resolved at the meeting of Board of Directors held on May 11, 2022 to submit a proposal for partial amendments to the Articles of Incorporation at the 15th Annual General Meeting of Shareholders scheduled to be held on June 24, 2022, as described below.
1.Reasons for the proposal
(1)Amendments concerning the general meeting of shareholders without a specified location
On June 16, 2021, the Act for Partial Revision of the Act on Strengthening of Industrial Competitiveness (Act No. 70 of 2021) was enforced. It enables listed companies are permitted to hold a general meeting of shareholders without a specified location (so called "virtual only shareholders meeting") under certain conditions as stipulated in the Articles of Incorporation.
Article 11 of the current Articles of Incorporation will be amended to enable the Company to flexibly respond to changes in social circumstances due to emergencies, etc. and to hold a general meeting of shareholders without a specified location in cases where it is not appropriate to hold a general meeting at a specified location in the interests of shareholders.
Since the amendment of Article 11 of the current Articles of Incorporation shall become effective as of the date of the resolution at the General Meeting of Shareholders, subject to confirmation from the Minister of Economy, Trade and Industry and the Minister of Justice that a general meeting of shareholders without a specified location by the Company satisfies the requirements prescribed by the Ordinance of the Minister of Economy, Trade and Industry and the Ordinance of the Minister of Justice as contributing to enhancing industrial competitiveness while giving consideration to ensuring the interests of shareholders based on the revised Industrial Competitiveness Enhancement Act, the supplementary provisions regarding this condition shall also be established.
(2)Amendments concerning the system for providing information materials for general meeting of shareholders in electric format
The revised provisions provided in the proviso of Article 1 of Supplementary Provisions of Act Partially Amending the Companies Act (Act No.70 of 2019) are to be enforced on September 1, 2022. In order to prepare the introduction of a system for providing information materials for general meetings of shareholders in electric format, which will become mandatory for listed companies under the above Act, the Articles of Incorporation of the Company shall be amended as follows.
①Since the Article 14 of the current Articles of Incorporation, Disclosure through the Internet and Deemed Delivery of Reference Documents, etc. for General Meetings of Shareholders, will become no longer necessary and shall be therefore deleted. The proposed provision will be established for electronic provision measures to be taken for information that constitutes the contents of the reference documents, etc. (Article 14 of the proposed amendments).
➁Paragraph 1 of Article 14 of the proposed amendments will stipulate that electronic provision measures shall be taken for providing the information contained in reference documents, etc. for general meetings of shareholders, etc. Paragraph 2 of Article 14 of the proposed amendments will establish the provision to limit the scope of matters to be stated in the paper-based document to be delivered to the shareholder who requested the delivery of the paper-based document to the scope specified by Ordinance of the Ministry of Justice.
➂In line with the above changes, supplementary provisions related to the effective dates, etc. shall be established.
2.Details of the amendments
Details of the proposed amendments are described in the attachment.
Date of the General Meeting of Shareholders to approve the amendments to the Articles of Incorporation: June 24, 2022.
Effective Date of the amendments:
Article 11: Date of the receipt of confirmation from the Minister of Economy, Trade and Industry and the Minister of Justice, or date of approval at the General Meeting of Shareholders if the Company has obtained confirmation from the Minister of Economy, Trade and Industry and the Minister of Justice
Article 14: September 1, 2022.