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. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.
(Stock Exchange Code 9449)
March 9, 2023
To Shareholders with Voting Rights:
Masatoshi Kumagai
Founder, Chairman and Group CEO
GMO Internet Group, Inc.
26-1,Sakuragaoka-cho,Shibuya-ku,
Tokyo
NOTICE OF
THE FY2022 ANNUAL GENERAL MEETING OF SHAREHOLDERS
Date and Time: | 11:00 a.m. on Friday, March 24, 2023 | ||
Time of commencing login: 10:30 a.m. | |||
Preliminary Date and Time: | 11:00 a.m. on Saturday, March 25, 2023 | ||
Time of commencing login: 10:30 a.m. | |||
Venue: | Virtual-only shareholders' meeting | ||
This Annual General Meeting of Shareholders will be held without |
including physical locations. The communication method that we will use to transmit and receive information during the General Meeting is the Internet. For the method of remote attendance, please refer to the "Login method of virtual-only shareholders' meeting (Japanese version only)" within the Notice of Convocation.
Meeting Agenda:
Matters to be resolved: 1. Reporting on the Business Report, Consolidated Financial Statements and Non-Consolidated Financial Statements for the Company's Fiscal Year 2022 (January 1, 2022 - December 31, 2022)
2. Reporting on the results of audits by the Financial Auditor and the Audit and Supervisory Committee of the Consolidated Financial Statements
Meeting Agenda: Proposals to be resolved:
Proposal 1: Partial Amendment to the Articles of Incorporation
Proposal 2: Election of 5 Directors (excluding Directors who are Audit and Supervisory Committee Members)
Proposal 3: Election of 1 director who is an Audit and Supervisory Committee Member
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Reference Documents for the General Meeting of Shareholders
Company Proposals
Proposal 1: Partial Amendment to the Articles of Incorporation
1. Reasons for the amendments
GMO Internet Group has never held the deemed resolution as the Company believes that, in principle, the face-to- face debate is significant at the meetings of the Board of Directors, a significant business decision-making authority. However, we will adopt the deemed resolution provided for in Article 370 of the Companies Act of Japan for the Board of Directors to approve the financial statements and business reports and annexed detailed statements accompanying them provided for in Article 436, Paragraph 3 of the Companies Act of Japan (Article 35, Paragraph 2 of the revised Articles of Incorporation) and carry out other specified changes, taking a flexible approach to coping with increases in time and effort required for the increasingly complex financial closing.
2. Description of the amendments Description of the amendment is as follows.
Current articles of incorporation | Proposed amendments | |
Articles 1-34 | Articles 1-34 | |
Omitted | As per the current provisions | |
Article 35 (Decision-making process) | Article 35 (Decision-making process) | |
Decisions made by the Board of Directors will require | 1. Decisions made by the Board of Directors | |
more than half of the directors to be in attendance and | will require more than half of the directors to be | |
will need the support of more than half of those in | in attendance and will need the support of more | |
attendance. | than half of those in attendance. | |
(New) | 2. The Company deems that, with regard to the | |
Board of Directors' approval of Article 436, | ||
Paragraph 3 of the Companies Act of Japan, if | ||
the requirements of Article 370 of the | ||
Companies Act of Japan are fulfilled, the | ||
matters are resolved by the Board of Directors. | ||
Articles 36-52 | Articles 36-52 | |
As per the current provisions | ||
Omitted | ||
(Supplementary provisions) | (Supplementary provisions) | |
1-2 | ||
1-2 | ||
As per the current provisions | ||
Omitted | ||
(Transitional measures for electronic provision measure, | (Transitional measures for electronic provision measure, | |
etc.) | ||
etc.) | ||
(Deleted) | ||
3. The deletion of the current Article 23 (Deemed | ||
provision of the disclosure via the Internet of reference | ||
materials, etc., for the General Meeting of Shareholders) | ||
of the Articles of Incorporation and the creation of the | ||
proposed amendment in Article 23 (Electronic provision | ||
measure, etc.) shall be effective from the date of | ||
enforcement of the amending provisions provided in the | ||
proviso to Article 1 of the Supplementary Provisions of | ||
the Act for Partially Amending the Companies Act (Act | ||
No. 70 of 2019) (the "Enforcement Date"). | ||
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Current articles of incorporation | Proposed amendments |
4. Notwithstanding the preceding paragraph, the current | (Deleted) |
Article 23 of the Articles of Incorporation shall be still | |
effective for the General Meeting of Shareholders whose | |
date falls within six months from the Enforcement Date. | |
5. This supplementary provision shall be deleted after | |
the later of either the date six months from the | (Deleted) |
Enforcement Date or the date three months from the date | |
of the General Meeting of Shareholders as set forth in | |
the preceding paragraph. | |
(Date of entry into force of the Articles of Incorporation) | (Date of entry into force of the Articles of Incorporation) |
6. Date of entry into force of change of Article 1 | (Deleted) |
(company name) is September 1, 2022. | |
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Proposal 2: Election of 5 Directors (excluding Directors who are Audit and Supervisory Committee Members)
The terms of office of all of our Directors (5 in total) will expire at the conclusion of this Annual General Meeting of Shareholders.
The Company, therefore, proposes to elect five Directors.
Regarding remuneration and nomination of a director, the Company has established Voluntary Nomination and Remuneration Committees, in which independent directors account for the majority of Members, with the aim of further enhancing objectivity and transparency of the function of the Board of Directors. The Company decides the selection of the candidate for the Board of Directors based on the committee's deliberation and reports.
This proposal was discussed at the Audit and Supervisory Committee, with no opinions given. The candidates are as follows:
Table: List of Candidates for Election as Directors
Candidate | Name | Positions | Responsibilities |
No. | |||
1 | Masatoshi Kumagai | Founder, | Group CEO |
Chairman | |||
2 | Masashi Yasuda | Director | Executive Vice President and Group CFO, Deputy to |
Group CEO, Head of Group Management Division | |||
3 | Director | Executive Vice President and Group COO, | |
Hiroyuki Nishiyama | Deputy to Group CEO, Head of Group Human | ||
Resources Development Division | |||
4 | Issei Ainoura | Director | Executive Vice President, Head of Group Payment |
Processing Division. | |||
Executive Vice President, Head of Group | |||
5 | Tadashi Ito | Director | Infrastructure Division, General Manager of |
Business Division, Head of Cryptoassets Mining | |||
Business |
(Note) 1. There is no shared interest between the candidates for the Board of Directors and the Company.
2. Each candidate approved the Policy toward Large-scale Purchases of the Company's Shares adoptedby the Company. For the outline of the policy, please refer to "7. Basic Policy Regarding the Control of the Stock Company" of this Notice of Convocation.
3. The Company has concluded a directors and officers liability insurance contract under which all directors are insured. The liability insurance policy compensates for any damage that may arise if a given director, who is an insured person, is liable for executing his or her duties or receives requests to pursue the liabilities. If the above candidates are appointed as directors, they will be insured under the insurance contract, and the Company intends to renew the insurance contract during their terms.
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No. | Name | Past experience, positions, responsibilities | Number of | |
shares of the | ||||
(Date of birth) | and significant concurrent positions | |||
Company held | ||||
May 1991 | CEO of Voice Media Inc. (currently, GMO Internet Group, | |||
Inc.) | ||||
September 1999 CEO of MagClick Inc. (currently, GMO AD Partners, Inc.) | ||||
April 2000 | Director of MagClick Inc. (currently, GMO ADPartners, | |||
Inc.) | ||||
August 2001 | Representative Director and Chairman of iSLE Inc. | |||
( currently, GlobalSign Holdings K.K.) | ||||
April 2002 | Chairman of the Board of GMO Research Institute | |||
(currently, GMO Research, Inc.) (current position) | ||||
March 2003 | CEO, Chairman of the Board and President of Global | |||
Media Online Inc. (currently, GMO Internet Group, | ||||
Inc.) Chairman of the Board of iSLE Inc. ( currently, | ||||
GlobalSign Holdings K.K.) (current position) | ||||
March 2004 | Chairman of the Board of paperboy&co. Inc. (currently, | |||
GMO Pepabo, Inc.) (current position) | ||||
Chairman of the Board of GMO Mobile and Desktop Inc. | ||||
(currently, GMO Media, Inc.) (current position) | ||||
December 2004 Chairman of the Board of Card Commerce Services Inc. | ||||
(currently, GMO Payment Gateway, Inc.) | ||||
March 2007 | Chairman of the Board of MagClick Inc. (currently, GMO | |||
1 | Masatoshi Kumagai | AD Partners, Inc.) | 8,990,911 | |
May 2008 | CEO, Chairman of the Board and President, and Group | |||
(July 17, 1963) | CEO of GMO Internet, Inc.(currently, GMO Internet | |||
[Reappointment] | Group, Inc.) | |||
April 2009 | Chairman of the Board of Inovex, Inc. (currently, GMO | |||
TECH, Inc.) (current position) | ||||
December 2011 Chairman of the Board and President of GMO Payment | ||||
Gateway, Inc. | ||||
December 2012 Chairman of the Board of GMO Payment Gateway, Inc. | ||||
(current position) | ||||
March 2015 | Director of GMO AD Partners, Inc. | |||
March 2016 | Chairman of the Board of GMO AD Partners, Inc. (current | |||
position) | ||||
March 2022 | Founder, Chairman and Group CEO of GMO Internet, | |||
Inc. (currently, GMO Internet Group, Inc.; current | ||||
position) | ||||
[Reasons for the selection] | ||||
With rich experience as the founder running the Company, Masatoshi Kumagai | ||||
has demonstrated excellent leadership at the helm of our comprehensive Internet | ||||
group - Internet Infrastructure and Internet Finance are the segments at the core | ||||
of the Group - comprising 10 listed companies including the Company, as well | ||||
as 110 Group companies. We have determined that he, who looks at the whole | ||||
Internet industry from a broad perspective, is qualified as the driving force to | ||||
achieve sustained growth of the Group. |
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GMO Internet Inc. published this content on 03 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 March 2023 08:49:06 UTC.