Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.
To whom it may concern,
May 12, 2025
Listed company name: NIPPON THOMPSON CO., LTD. Representative: Mikihito Hosono, President & COO (Securities code: 6480; TSE Prime Market)
Inquiries: Osamu Nishimura, Executive Officer
(Telephone: +81-3-3448-5868)
Notice Concerning Partial Amendments to the Articles of Incorporation
NIPPON THOMPSON CO., LTD. (the "Company") hereby announces that it has resolved, at a meeting of the Board of Directors held today, to submit a proposal for partial amendments to the Articles of Incorporation, as described below, at the 76th Ordinary General Meeting of Shareholders to be held on June 27, 2025.
Purpose of amendments to the Articles of Incorporation
As separately disclosed in the "Notice Concerning Transition to a Company with Audit and Supervisory Committee" dated March 24, 2025, the Company has resolved to transition from a company with a Board of Corporate Auditors to a company with an Audit and Supervisory Committee, subject to the approval of the 76th Ordinary General Meeting of Shareholders to be held on June 27, 2025, in order to enable faster and more efficient decision-making and business execution by the management, and to further strengthen and enhance the corporate governance system and further increase corporate value by strengthening the supervisory function of the Board of Directors by including Audit and Supervisory Committee Members, who are in charge of auditing Directors' execution of duties, as members having the right to vote in the Board of Directors. In line with this, the Company will make amendments necessary for the transition to a company with an Audit and Supervisory Committee, including the establishment of new provisions concerning Directors who are Audit and Supervisory Committee Members and the Audit and Supervisory Committee, and the deletion of provisions concerning Corporate Auditors and the Board of Corporate Auditors.
In addition, necessary amendments will be made, such as changes in numbering of articles and modifications in wording in accordance with the above amendments.
Details of amendments to the Articles of Incorporation
The details of the amendments are as shown in the attachment.
Timetable
Date of the General Meeting of Shareholders to resolve the amendments to the Articles of Incorporation:
Friday, June 27, 2025
Effective date of amendments to the Articles of Incorporation: Friday, June 27, 2025
Current Articles of Incorporation | Proposed amendments |
Chapter 1. General Provisions Article 1 to Article 3 (Omitted) Article 4 (Organs) The Company shall have the following organs in addition to the General Meeting of Shareholders and Directors.
(Omitted) Chapter 2. Shares Article 6 to Article 13 (Omitted) Chapter 3. General Meeting of Shareholders Article 14 to Article 20 (Omitted) Chapter 4. Directors and Board of Directors Article 21 (Number of Directors) The Company shall have no more than fifteen (15) Directors. (Newly established) Article 22 (Method of Appointment)
Article 23 (Term of Office)
| Chapter 1. General Provisions Article 1 to Article 3 (Unchanged) Article 4 (Organs) The Company shall have the following organs in addition to the General Meeting of Shareholders and Directors.
(Unchanged) Chapter 2. Shares Article 6 to Article 13 (Unchanged) Chapter 3. General Meeting of Shareholders Article 14 to Article 20 (Unchanged) Chapter 4. Directors and Board of Directors Article 21 (Number of Directors)
(5) Directors who are Audit and Supervisory Committee Members. Article 22 (Method of Appointment)
the Director who is an Audit and Supervisory Committee Member who retired expires. |
Current Articles of Incorporation | Proposed amendments |
(Newly established) Article 24 (Representative Directors and Directors with Titles) (1) The Board of Directors shall appoint a Representative Director by its resolution. (2) The Board of Directors may appoint one (1) Chairman, one (1) President, and limited numbers of Vice Presidents, Senior Managing Directors, and Managing Directors by its resolution. Article 25 (Convener and Chairperson of Meetings of Board of Directors) (Omitted) Article 26 (Convocation Notices for Meetings of Board of Directors) (1) A convocation notice for a meeting of the Board of Directors shall be issued to each Director and each Corporate Auditor at least three (3) days prior to the date of the meeting; provided, however, that this period may be shortened in case of emergency. (2) If the consent of all Directors and Corporate Auditors is obtained, a meeting of the Board of Directors may be held without convocation procedures. Article 27 (Method of Resolution by Board of Directors) (Omitted) (Newly established) Article 28 (Minutes for Meetings of Board of Directors) A summary of the proceedings at a meeting of the Board of Directors, the results thereof, and other matters prescribed by laws and regulations shall be stated or recorded in minutes, and the Directors and Corporate Auditors present shall sign and affix their seals or affix their electronic signatures on the minutes. Article 29 (Regulations of Board of Directors) (Omitted) | (4) A resolution to appoint a substitute Director who is an Audit and Supervisory Committee Member shall be valid until the beginning of the Ordinary General Meeting of Shareholders pertaining to the last business year ending within two (2) years from the appointment. Article 24 (Representative Directors and Directors with Titles) (1) The Board of Directors shall appoint a Representative Director from among Directors (excluding Directors who are Audit and Supervisory Committee Members) by its resolution. (2) The Board of Directors may appoint one (1) Chairman, one (1) Vice Chairman, one (1) President, and limited numbers of Vice Presidents, Senior Managing Directors, and Managing Directors by its resolution from among Directors (excluding Directors who are Audit and Supervisory Committee Members). Article 25 (Convener and Chairperson of Meetings of Board of Directors) (Unchanged) Article 26 (Convocation Notices for Meetings of Board of Directors) (1) A convocation notice for a meeting of the Board of Directors shall be issued to each Director at least three (3) days prior to the date of the meeting; provided, however, that this period may be shortened in case of emergency. (2) If the consent of all Directors is obtained, a meeting of the Board of Directors may be held without convocation procedures. Article 27 (Method of Resolution by Board of Directors) (Unchanged) Article 28 (Delegation of Decisions on Important Business Execution) Pursuant to the provisions of Article 399-13, Paragraph (6) of the Companies Act, the Company may delegate all or some of the decisions on important business execution (excluding the matters stipulated in each item of paragraph (5) of the same Article) to a Director or Directors by a resolution made by the Board of Directors. Article 29 (Minutes for Meetings of Board of Directors) A summary of the proceedings at a meeting of the Board of Directors, the results thereof, and other matters prescribed by laws and regulations shall be stated or recorded in minutes, and the Directors present shall sign and affix their seals or affix their electronic signatures on the minutes. Article 30 (Regulations of Board of Directors) (Unchanged) |
Current Articles of Incorporation | Proposed amendments |
Article 30 (Remuneration, etc.) The remuneration, bonuses, and other financial benefits to be received by Directors from the Company as consideration for the execution of their duties shall be determined by a resolution made by the General Meeting of Shareholders. Article 31 (Liability Limitation Agreement with Outside Director) Pursuant to the provisions of Article 427, Paragraph (1) of the Companies Act, the Company may enter into an agreement with an Outside Director to limit their liability for damages under Article 423, Paragraph (1) of the same Act if they have acted in good faith and without gross negligence; provided, however, that the maximum amount of liability for damages under the agreement shall be the minimum liability amount prescribed by laws and regulations. Chapter 5. Corporate Auditors and Board of Corporate Auditors Article 32 (Number of Corporate Auditors) The Company shall have no more than five (5) Corporate Auditors. Article 33 (Method of Appointment)
Article 34 (Term of Office)
Article 35 (Validity of Resolution to Appoint Substitute Corporate Auditor) A resolution to appoint a substitute Corporate Auditor shall be valid until the beginning of the Ordinary General Meeting of Shareholders pertaining to the last business year ending within four (4) years from the appointment. Article 36 (Full-time Auditor) The Board of Corporate Auditors shall appoint a full-time Corporate Auditor by its resolution. Article 37 (Convocation Notices for Meetings of Board of Corporate Auditors) | Article 31 (Remuneration, etc.) The remuneration, bonuses, and other financial benefits to be received by Directors from the Company as consideration for the execution of their duties shall be determined by a resolution made by the General Meeting of Shareholders with a distinction made between Directors who are Audit and Supervisory Committee Members and the other Directors. Article 32 (Liability Limitation Agreement with Director) Pursuant to the provisions of Article 427, Paragraph (1) of the Companies Act, the Company may enter into an agreement with a Director (excluding those who are executive directors) to limit their liability for damages under Article 423, Paragraph (1) of the same Act if they have acted in good faith and without gross negligence; provided, however, that the maximum amount of liability for damages under the agreement shall be the minimum liability amount prescribed by laws and regulations. (Deleted) (Deleted) (Deleted) (Deleted) (Deleted) (Deleted) (Deleted) |
Current Articles of Incorporation | Proposed amendments |
Article 38 (Method of Resolution by Board of Corporate Auditors) Unless otherwise provided for in laws and regulations, a resolution at a meeting of the Board of Corporate Auditors shall be made by a majority of the Corporate Auditors. Article 39 (Minutes for Meetings of Board of Corporate Auditors) A summary of the proceedings at a meeting of the Board of Corporate Auditors, the results thereof, and other matters prescribed by laws and regulations shall be stated or recorded in minutes, and the Corporate Auditors present shall sign and affix their seals or affix their electronic signatures on the minutes. Article 40 (Regulations of Board of Corporate Auditors) Matters concerning the Board of Corporate Auditors shall be governed by laws and regulations, the Articles of Incorporation, and the Regulations of the Board of Corporate Auditors determined by the Board of Corporate Auditors. Article 41 (Remuneration, etc.) The remuneration, bonuses, and other financial benefits to be received by Corporate Auditors from the Company as consideration for the execution of their duties shall be determined by a resolution made by the General Meeting of Shareholders. Article 42 (Liability Limitation Agreement with Outside Corporate Auditor) Pursuant to the provisions of Article 427, Paragraph (1) of the Companies Act, the Company may enter into an agreement with an Outside Corporate Auditor to limit their liability for damages under Article 423, Paragraph (1) of the same Act if they have acted in good faith and without gross negligence; provided, however, that the maximum amount of liability for damages under the agreement shall be the minimum liability amount prescribed by laws and regulations. (Newly established) (Newly established) | (Deleted) (Deleted) (Deleted) (Deleted) (Deleted) Chapter 5. Audit and Supervisory Committee Article 33 (Full-time Audit and Supervisory Committee Members) The Audit and Supervisory Committee may appoint a full-time Audit and Supervisory |