Notice Regarding Partial Changes to Articles of Incorporation

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May 13,2022

KDDI Corporation

KDDI Corporation ("KDDI") hereby announces that at the meeting of the Board of Directors held today, it resolved to submit the proposal "Partial Changes to the Articles of Incorporation" for approval at the Annual Meeting of Shareholders scheduled to be held on June 22, 2022.

1. Reason for Proposal

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) will come into force on September 1, 2022. Accordingly, in order to prepare for the introduction of the system for electronic provision of materials for General Shareholders' Meetings, the Articles of Incorporation of the Company shall be amended as follows.

  • (1)
    The proposed Article 17, Paragraph 1 stipulates that the Company takes electronic provision measures for information contained in the Reference Documents for the General Shareholders' Meeting, etc.
  • (2)
    The purpose of the proposed Article 17, Paragraph 2 is to establish a provision to limit the scope of matters to be included in the paper copy to be sent to shareholders who have requested it.
  • (3)
    The provisions related to the Internet Disclosure and Deemed Provision of Reference Documents for General Shareholders Meeting (Article 17 of the current Articles of Incorporation) will become unnecessary and will therefore be deleted.
  • (4)
    In line with the above establishment and deletion of the provisions, supplementary provisions related to the effective date, etc. shall be established.

2. Description of Changes

The changes are as follows.

(Changes are underlined.)
PresentProposed articles
Article 1.-16. (Details omitted) Article 1.-16 (Not changed)

Article 17. (Deemed Provision of Reference Documents, etc. for a Meeting of Shareholders by Using the Internet as Disclosure)

The Company may deem to have provided the information relating to the items to be entered or indicated in reference documents for Meetings of Shareholders, business reports, financial statements, and consolidated financial statements regarding the convocation of a Meeting of Shareholders to the shareholders by disclosing them using the Internet, as stipulated by the applicable Ordinances of the Ministry of Justice.

 (Deleted)
(Newly Established) Article17. (Measures for providing information in electronic format, etc.)

When the Company convenes a General Meeting of Shareholders, it shall take measures for providing information that constitutes the content of reference materials 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.
Article 18.-41. (Details omitted) Article 18.-41 (Not changed)
(Newly Established) (Supplementary Provisions)

1. The deletion of Article 17 (Internet Disclosure and Deemed Provision of Reference Documents for General Shareholders Meeting) of the Articles of Incorporation before amendment and the establishment of the Article 17 (Measures for Electronic Provision, etc.) shall come into effect on September 1, 2022.

2. Notwithstanding the provisions of the preceding paragraph, Article 17 of the Articles of Incorporation shall remain in force with respect to a General Shareholders Meeting to be held on a date within six months from September 1, 2022.

3. These supplementary provisions shall be deleted after the lapse of six months from September 1 2022 or the lapse of three months from the date of the General Shareholders Meeting set forth in the preceding paragraph, whichever is later.

3. Date of amendments

  • June 22, 2022 (scheduled):
    38th Ordinary General Meeting of Shareholders
  • June 22, 2022 (scheduled):
    Effective Date of the Amendment
  • The information contained in the articles is current at the time of publication.
    Products, service fees, service content and specifications, contact information, and other details are subject to change without notice.