ITOHAM FOODS INC. (Translation)
November 6, 2015 Itoham Foods Inc.
President and Representative Director: Mamoru Horio (Tokyo Stock Exchange Securities Code: 2284)
Inquiries: Tadashi Hosomi Manager, Public Relations・Investor Relations Department
Tel: +81-798-66-1231
The board of Directors at Itoham Foods Inc. has resolved today to convoke an extraordinary meeting of shareholders (hereafter Extraordinary Meeting), set a record date for the Extraordinary Meeting and to submit 'Share Transfer Plan for Establishment of Joint Holding Company (Joint Share Transfer) by Itoham Foods Inc. and Yonekyu Corporation' and 'Changes to the Article of Association' as agendas for the Extraordinary Meeting.
These issues are in regards to the creation of a joint holding company by means of Joint Share Transfer (hereafter Share Transfer) as released publicly today under 'Creation of Share Transfer Plan for Establishment of Joint Holding Company (Joint Share Transfer) by Itoham Foods Inc. and Yonekyu Corporation'
Record date for the Extraordinary Meeting
In order to confirm the shareholders holding voting rights for the Extraordinary Meeting to be convoked on January 26, 2016, we have set November 21, 2015 as the record date. Voting rights will be determined by the list of shareholders as of that date.
Record Date: November 21, 2015 (Saturday)
Date of Notice: November 7, 2015 (Saturday)
Method of Notice: Electronically (will be posted at the company web page) http://www.itoham.co.jp/corporate/ir/e-koukoku/index.html
Date and time, venue and agenda of the Extraordinary Meeting
Date and time
January 26, 2016 (Tuesday), 10:00 AM
Venue
Kobe Portpia Hotel, Portpia Hall
10-1,6 Chome, Minatojima Nakamachi, Chuo-ku, Kobe, 650-0046, Japan
Agenda
Agenda 1 Share Transfer Plan for Establishment of Joint Holding Company (Joint Share Transfer) by Itoham Foods Inc. and Yonekyu Corporation
Agenda 2 Changes to the Article of Association
Changes to the Article of Association
Reason for the changes
Itoham sets the record date for the ordinary meeting of shareholders under Article 12 (record date for ordinary meeting of shareholders) as required by Article 124, Clause 3 of the Corporation Act. Should Agenda 1 be approved at the Extraordinary Meeting, the Joint Holding Company will be the sole shareholder and it will not be necessary to set a record date for ordinary meeting of shareholders. Therefore it is proposed that the setting of record date be discontinued and Article 12 of the Articles of
Association be deleted as well as the Article Numbers for Articles following this Article be advanced.
The changes shall come into effect on March 31, 2016 provided that Agenda 1 be approved at the Extraordinary Meeting and the Joint Share Transfer Plan remains in effect through the day before March 31, 2016.
Details of the changes
Current Articles of Association
Proposed Changes
Article 12 (record date for ordinary
meeting of shareholders)
The record date for the ordinary meeting of shareholders shall be March 31 of each year.
Article 13 ~ Article 31
(delete)
Article 12 ~ Article 30 (changes in article number)
Schedule for the changes
Board Resolution: November 6, 2015 (Friday)
Extraordinary Meeting: January 26, 2016 (Tuesday)
Effective Date: March 31, 2015
Others
Dividends payable for the year ending March 2016 will be paid by Itoham Foods Inc. in accordance with Article 31, Clause 1 of the Articles of Association (Article 30, Clause 1 after changes to the Articles are approved) to the shareholders or registered pledgees of shares, based on list of shareholders as of March 31, 2016.
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