May 14, 2026
Name of Company: Meiji Holdings Co., Ltd. Name of Representative: Katsunari Matsuda CEO, President and Representative Director
Code Number: 2269, Prime Market, Tokyo Stock Exchange
Notice concerning Partial Amendments of the Articles of IncorporationMeiji Holdings Co., Ltd. (the "Company") today announces that its Board of Directors, at a meeting held today, resolved to submit a proposal for Partial Amendments to the Articles of Incorporation regarding the Decision-making Body for Dividends of Surplus, etc. to the 17th Ordinary General Meeting of Shareholders of the Company to be held on June 26, 2026, as described below.
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Reason for Proposed Amendments
We propose to amend Article 44 (Decision-making Body for Dividends of Surplus, etc.) of the Company's Articles of Incorporation as follows. In light of the view that decisions regarding dividends of surplus, etc. are best made by the Board of Directors-whose members possess a high level of expertise-in order to maximize shareholders' medium- to long-term interests and to enable flexible and timely shareholder returns, the Company will continue to allow such matters to be determined by the Board of Directors. At the same time, recognizing the growing importance of constructive dialogue with shareholders concerning capital allocation, including the enhancement of shareholder returns and growth investments, the amendment will also permit such matters to be determined by a resolution of the General Meeting of Shareholders when proposals are submitted by shareholders.
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Details of Proposed Amendments
Details of proposed amendments are as follows
(Underlined portions indicate the parts that are to be amended.)
Current Articles of Incorporation
Proposed Amendments
Article 44 (Decision-making Body for Dividends of Surplus, etc.)
1. Unless otherwise provided for by laws and regulations, the Company shall decide the matters provided for in each of the items in Article 459, Paragraph 1 of the Companies Act, including dividends of surplus, by a resolution of the Board of Directors, but not by a resolution of the General Meeting of
Shareholders.
Article 44 (Decision-making Body for Dividends of Surplus, etc.)
1. Unless otherwise provided for by laws and regulations, the Company may decide the matters provided for in each of the items in Article 459, Paragraph 1 of the Companies Act, including dividends of surplus, by a resolution of the Board of Directors.
Disclaimer: This English version is a translation of the original version in Japanese for the readers' convenience. In case of any discrepancies, the original Japanese version prevails.
2. Notwithstanding the preceding paragraph, the Company may distribute the interim dividends (meaning the dividends of surplus as stipulated in Article 454, Paragraph 5 of the Companies Act) by a resolution of the Board
of Directors.
2. The Company may distribute the interim dividends (meaning the dividends of surplus as stipulated in Article 454, Paragraph 5 of the Companies Act) by a resolution of the Board of Directors.
- Schedule of Amendments
Date of the Ordinary General Meeting of Shareholders to amend the Articles of Incorporation | June 26, 2026 (Planned) |
Effective date of the amendments to the Articles of Incorporation | June 26, 2026 (Planned) |
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