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Notice of Partial Amendment to the Articles of Incorporation

(Translation)

Dear all,

Name of Company: SEGA SAMMY HOLDINGS INC.
Name of Representative: Haruki Satomi,
President and Group CEO, Representative Director
(Code No. 6460, Tokyo Stock Exchange Prime)
Further Inquiry: Makoto Takahashi,
Executive Vice President, Executive Officer,
Managing Director of Corporate Planning Division
(TEL: 03-6864-2400)

 

Notice of Partial Amendment to the Articles of Incorporation

 

 

SEGA SAMMY HOLDINGS INC. (the “Company”) hereby notifies that, at the Board of Directors meeting held on May 12, 2023, it has resolved to submit a “Partial Amendment to the Articles of Incorporation” to its 19th Ordinary General Meeting of Shareholders to be held on June 22, 2023, as described below.

 

Description

 

1. Reasons for the amendment

“The Act for Partially Amending the Industrial Competitiveness Enhancement Act and Other Related Acts” (Act No.70 of 2021) came into effect on June 16, 2021 and allows listed companies to hold general meetings of shareholders without specifying a location (so-called “virtual-only shareholders meetings”) by stipulating it in their Articles of Incorporation.

 

The Company will amend Article 14 of its present Articles of Incorporation in order to enable virtual-only shareholders meetings if the Board of Directors determines that it is not appropriate in light of the interests of shareholders to hold a general meeting of shareholders at a specific location due to the spread of infectious diseases or the occurrence of natural and other large-scale disaster, etc.

 

On June 14, 2022, the Company received confirmation from the Minister of Economy, Trade and Industry and the Minister of Justice that its virtual-only shareholders meetings would meet the requirements specified by their respective Ordinances as they would contribute to the enhancement of industrial competitiveness while taking into account shareholders’ interests.

 

2. Details of the proposed amendment

The details of the proposed amendment are set forth in the Attachment herewith. (from page 3)

 

 

 

 

 

3. Schedule

Date of the General Meeting of Shareholders for the amendment to the Articles of Incorporation:	June 22, 2023 (Plan)
Effective date of the amendment to the Articles of Incorporation:	June 22, 2023 (Plan)

 

 

[Attachment]

The details of the amendment to the Articles of Incorporation are as described below.

(The parts to be amended are underlined)

Present Articles of Incorporation

Proposed amendment

Article 14 (Venue) A general meetings of shareholders shall be convened in the area of head office, at a neighboring location or at a location in a ward of the Metropolis of Tokyo.         (Newly established)

Article 14 (Venue) 14.1   A general meetings of shareholders shall be convened at the head office, a neighboring location or another location within the Metropolis of Tokyo wards. This provision shall not apply if the Company holds a general meeting of shareholders without specifying a location pursuant to the following paragraph. 14.2   The Company may hold a general meeting of shareholders without specifying a location if the Board of Directors determines that it is not appropriate in light of the interests of shareholders to hold the general meeting of shareholders at a specific location due to the spread of infectious diseases or the occurrence of natural and other large-scale disaster.

 

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