Notice of Partial Amendment to Articles of Incorporation
Tokyo, Japan and London, UK, 16 May 2018 – Sosei Group Corporation (“Sosei” or the “Company”; TSE Mothers Index: 4565), the world leader in GPCR medicine design and development, today announced that at a meeting of its Board of Directors held on 15 May 2018, it was resolved to submit a partial amendment to the Company’s Articles of Incorporation (the “Proposed Amendment”) at the 28th Annual General Meeting of Shareholders scheduled for 22 June 2018. The details are as follows.
1. Reasons for the Proposed Amendment
1.1. The Company has set 31 March every year as the end of a fiscal year. However, in order to align its fiscal year with those of peers that include leading pharmaceutical companies that are its business partners, and as part of its efforts toward global business operation, the Company shall change the date to 31 December every year. Along with this, the Company shall make necessary changes to Article 13 (Record Date), Article 40 (Fiscal Year), and Article 41 (Distribution of Dividends) of the current Articles of Incorporation. Further, the 29th fiscal year will be a nine-month irregular term. Therefore, the Company will newly establish a supplementary provision as a transitional measure.
1.2. The Act for Partial Amendment of the Companies Act (Act No. 90 of 2014) that came into force on 1 May 2015 has enabled companies to enter into liability limitation agreements with Directors who have no executive responsibilities. Hence, the Company shall make necessary changes to the provision stipulated in Article 25 of the current Articles of Incorporation so that these Directors will play their full parts. The changes to Article 25 of the Articles of Incorporation have been approved by the members of the Audit Committee.
2. Content of the Amendment
The Proposed Amendments are as follows. (The underlined portions show the changes)
3. Schedule of Amendments
Date of Annual General Meeting of Shareholders to approve the amendments to the Articles of Incorporation: 22 June 2018