Notice Concerning Partial Amendments to the Articles of Incorporation
At the meeting of the Board of Directors held on May 20, 2022, Toyota Industries Corporation (Toyota Industries) resolved to propose partial amendments to its Articles of Incorporation at its 144th Ordinary General Meeting of Shareholders scheduled to be held on June 10, 2022 as follows:
- Reasons for the Amendments
- In response to the enforcement of the Act for Partially Amending the Industrial Competitiveness Enhancement Act and Other Related Acts (Act No. 70 of 2021) on June 16, 2021, listed companies are allowed to hold shareholders' meetings without specifying a designated location (so-called virtual-only shareholders' meetings) under certain conditions by specifying these matters in their Articles of Incorporation. Making it easier for many shareholders, such as those residing in remote areas, to attend will lead to the vitalization, increased efficiency and facilitation of shareholders' meetings. It will also make it possible to respond to changes in the social conditions caused by the COVID-19 pandemic and other emergencies. Accordingly, Toyota Industries changes a part of Article 13 of the current Articles of Incorporation to allow a General Meeting of Shareholders to be held without a designated location if the Board of Directors deems that specifying a designated location to hold a General Meeting of Shareholders, as usual, is not in the best interests of Toyota Industries shareholders.
- 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) are due to come into effect on September 1, 2022. Accordingly, Toyota Industries proposes amending its Articles of Incorporation to prepare to adopt a system for the electronic provision of Reference Documents for the General Meeting of Shareholders. Details are as follows.
- Article 14, Paragraph 1 in the proposed amendments stipulates that Toyota Industries shall take measures for the electronic provision of materials with respect to information that constitutes the content of Reference Documents for the General Meeting of Shareholders.
- Article 14, Paragraph 2 in the proposed amendments shall establish provisions to limit the scope of matters to be stated in the documents issued to shareholders who have requested documents in a paper format.
- The provisions regarding online disclosure and deemed provision of Reference Documents for General Meeting of Shareholders, etc. (Article 14 of the current Articles of Incorporation) will be made unnecessary, and Toyota Industries proposes deleting these provisions.
- With the establishment and deletion of provisions described above, supplementary provisions on the effective date, etc., shall be established.
- Details of Amendments
The details amendments are as follows:
|(Underlined part indicates amendment)|
- Date of the Ordinary General Shareholders Meeting for amendment of the Articles of Incorporation: June 10, 2022 (planned)
- Effective date for amendment to the Articles of Incorporation: June 10, 2022 (planned)