Note: This document has been translated from a part of 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.
Securities Code: 8929 March 14, 2022
To our shareholders:
Masazumi Hasumi President
Aoyama Zaisan Networks Company, Limited
8-4-14 Akasaka, Minato-ku, Tokyo
Notice of the 31st Annual General Meeting of Shareholders
You are cordially invited to attend the 31st Annual General Meeting of Shareholders of Aoyama Zaisan Networks Company, Limited (the "Company"), which will be held as indicated below.
If you are unable to attend the meeting in person, you may exercise your voting rights by sending the enclosed voting form by postal mail or via the Internet, etc. Please review the attached Reference Documents for General Meeting of Shareholders, and exercise your voting rights by 5:30 p.m. on Tuesday, March 29, 2022 (JST).
- Date and Time: Wednesday, March 30, 2022, at 10:00 a.m. (JST) (venue opens at 9:20 a.m.)
- Venue: Meiji Kinenkan 2F, "Hourai"
2-2-23Moto-akasaka,Minato-ku, Tokyo
3. Purpose of the Meeting Matters to be reported:
- The Business Report and the Consolidated Financial Statements for the 31st fiscal year (from January 1, 2021 to December 31, 2021), and the results of audits of the Consolidated Financial Statements by the Financial Auditor and the Audit & Supervisory Board
- The Non-consolidated Financial Statements for the 31st fiscal year (from January 1, 2021 to December 31, 2021)
Matters to be resolved:
Proposal No. 1 Partial Amendment to Articles of Incorporation
Proposal No. 2 Election of Ten Directors
Proposal No. 3 Election of One Audit & Supervisory Board Member
Proposal No. 4 Decision on Remuneration for Directors (Excluding Outside Directors) for Allocation of Restricted Stock
4. Exercising Your Voting Rights
Please see "Exercising Your Voting Rights" on page 3.
Based on the recent situation regarding the spread of novel coronavirus disease (COVID-19) and in order to protect the health and safety of all of our shareholders, we request that you refrain from attending on the day of the General Meeting of Shareholders regardless of health condition, and exercise your voting rights in advance in writing (postal mail) or via the Internet, etc. if at all possible. We plan to release the proceedings of the meeting on the Company's website at a later date, so please look there for the Company's business reporting and other information.
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- Please submit the enclosed voting form at the reception on your arrival. Also, please bring this Notice of the General Meeting of Shareholders as the reference material.
- In the case where any amendments are made to the Reference Documents for General Meeting of Shareholders, Business Report, Non-consolidated Financial Statements or Consolidated Financial Statements, the Company will publish the amended information on its website.
- Among those we are obliged to provide with this Notice of the General Meeting of Shareholders, the following documents are not included in the attached documents to this Notice of the General Meeting of Shareholders because they are published on the Company's website in accordance with laws and regulations, and Article 14 of the Company's Articles of Incorporation. Therefore, the attached documents to this Notice of the General Meeting of Shareholders are part of those audited by the Audit & Supervisory Board Members and the Financial Auditor in order to create the audit report.
1. Notes to Consolidated Financial Statements, 2. Notes to Non-consolidated Financial Statements
Company's website (https://www.azn.co.jp/)
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Exercising Your Voting Rights
Voting rights at the General Meeting of Shareholders are the rights of shareholders.
Please review the attached Reference Documents for General Meeting of Shareholders and exercise your voting rights.
You can exercise your voting rights in the following three methods.
Attending the General Meeting of Shareholders
Please submit the enclosed voting form at the reception on your arrival.
Date and time of the General Meeting of Shareholders: | Wednesday, March 30, 2022, at 10:00 a.m. (JST) |
Exercising your voting rights by postal mail
Please indicate your approval or disapproval of the proposals in the enclosed voting form and return the form to the Company by postal mail.
Deadline for exercising voting rights: | Tuesday, March 29, 2022, at 5:30 p.m. (JST) |
Exercising your voting rights via the Internet, etc.
Please enter your approval or disapproval of the proposals following instruction described on the next page (available in Japanese only).
Deadline for exercising voting rights: | Tuesday, March 29, 2022, at 5:30 p.m. (JST) |
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Reference Documents for General Meeting of Shareholders
Proposal No. 1 Partial Amendment to Articles of Incorporation
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Reasons for the Proposal
Since the revised provisions provided for in a proviso to Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022, the Company proposes to make the following changes to its Articles of Incorporation in response to the introduction of the system for providing informational materials for the General Meeting of Shareholders in electronic format. - Article 14 (Measures for Providing Information in Electronic Format, Etc.) paragraph (1) in "Proposed Amendments" is being added as it is being made mandatory to set forth in the Articles of Incorporation that measures will be taken to provide reference documents for the General Meeting of Shareholders in electronic format.
- Article 14 (Measures for Providing Information in Electronic Format, Etc.) paragraph (2) in "Proposed Amendments" is being added in order to be able to limit the scope of matters provided in paper-based form to shareholders requesting delivery of paper-based documents to the scope prescribed by the Ministry of Justice Order for those matters to be electronically provided among the information contained in the reference documents for the General Meeting of Shareholders.
- Since the provisions for Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc. (Article 14 of the current Articles of Incorporation) will no longer be required once the system for providing informational materials for the General Meeting of Shareholders in electronic format is introduced, they will be deleted.
- Supplementary provisions will be established in relation to the effect of the aforementioned additions and deletion. These supplementary provisions will be deleted after the effective date has passed.
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Details of Amendments
The details of the amendments are as follows:
(Amendments are underlined.) | |
Current Articles of Incorporation | Proposed Amendments |
(Internet Disclosure and Deemed Provision of Reference | (Delete) |
Documents for the General Meeting of Shareholders, Etc.) | |
Article 14 | |
When the Company convenes a General Meeting of | |
Shareholders, if it discloses information that is to be stated or | |
presented in the reference documents for the General Meeting | |
of Shareholders, business report, financial statements and | |
consolidated financial statements through the internet in | |
accordance with the provisions prescribed by the Ministry of | |
Justice Order, it may be deemed that the Company has | |
provided this information to shareholders. | |
(Newly established) | (Measures for Providing Information in Electronic Format, Etc.) |
Article 14 | |
1 When the Company convenes a General Meeting of | |
Shareholders, it shall take measures for providing | |
information that constitutes the content of reference | |
documents for the General Meeting of Shareholders, etc. in | |
electronic format. | |
2 Among items for which the measures for providing | |
information in electronic format will be taken, the | |
Company may exclude all or some of those items | |
designated by the Ministry of Justice Order from | |
statements in the paper-based documents to be delivered to | |
shareholders who requested the delivery of paper-based | |
documents by the record date of voting rights. |
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(Newly established) | (Supplementary Provisions) |
(Transitional Measures Regarding Provision of Informational | |
Materials for General Meeting of Shareholders in Electronic | |
Format) | |
Article 1 | |
1 The deletion of Article 14 (Internet Disclosure and Deemed | |
Provision of Reference Documents for the General Meeting | |
of Shareholders, Etc.) and addition of Article 14 (Measures | |
for Providing Information in Electronic Format, Etc.) shall | |
take effect on September 1, 2022. | |
2 Notwithstanding the provision of the preceding paragraph, | |
Article 14 (Internet Disclosure and Deemed Provision of | |
Reference Documents for the General Meeting of | |
Shareholders, Etc.) shall remain in effect for General | |
Meetings of Shareholders held within six months of | |
September 1, 2022. | |
3 The provisions of this article shall be deleted on the date | |
when six months have elapsed from September 1, 2022 or | |
three months have elapsed from the date of the General | |
Meeting of Shareholders in the preceding paragraph, | |
whichever is later. |
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Aoyama Zaisan Networks Co. Ltd. published this content on 11 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 March 2022 00:15:05 UTC.