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Article 44-9
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Shareholders' meetings with video conferencing are divided into the following two types:
- Hybrid shareholders' meeting: means the company convenes a physical shareholders' meeting with the assistance of video conferencing, and shareholders may choose to take part in the shareholders' meeting physically or by means of video conference.
- Virtual-only shareholders' meeting: means the company does not convene a physical shareholders' meeting, and convenes the meeting only by video, and shareholders may attend the shareholders' meeting only by means of video conferencing.
A shareholder taking part in a shareholders' meeting by video conference shall be deemed to have attended in person.
Unless otherwise provided in these Regulations, a company that will convene a shareholders' meeting with video conferencing shall expressly provide for such meetings in its Articles of Incorporation and obtain a resolution of its board of directors. Furthermore, convening of a virtual-only shareholders' meeting shall require a resolution adopted by a majority vote at a meeting of the board of directors attended by at least two-thirds of the total number of directors.
If a company will convene a hybrid shareholders' meeting within 1 year from the date of issuance of the 4 March 2022 amendments to these Regulations, and it has not yet made express provision in its Articles of Incorporation permitting the convening of shareholders' meetings with video conferencing, it shall obtain approval by a majority vote of the directors in attendance at a board of directors meeting attended by two-thirds or more of the directors before proceeding to convene the meeting.
If, due to a natural disaster, unforeseen event, or other force majeure event, the Ministry of Economic Affairs announces that within a certain period of time companies may hold their shareholders' meetings by means of video conferencing, companies may be exempted during that period from the requirement of express provision in their Articles of Incorporation under paragraph 3.
When an event occurs as announced by the Ministry of Economic Affairs under the preceding paragraph, and a company will hold a shareholders' meeting with video conferencing as resolved by its board of directors, it may do as follows:
- If the company is changing the method for convening the shareholders' meeting and has already mailed the shareholders' meeting notice or transmitted it via electronic document, it may give notice of the change of method for convening the shareholders' meeting on the information reporting website designated by this Commission.
- If a company convenes a virtual-only shareholders' meeting and provides alternative measures for shareholders who would have difficulty attending the shareholders' meeting by means of video conferencing to exercise their voting rights in writing, any shareholder who wishes to exercise their voting rights in writing shall first submit an application to the company, and the provisions of Article 5, paragraph 2 of the Regulations Governing Content and Compliance Requirements for Shareholders' Meeting Agenda Handbooks of Public Companies regarding additionally sending materials to the shareholders will not apply.
- Other necessary emergency measures as prescribed by this Commission.
If a shareholders' meeting with video conferencing is convened by any person with convening rights other than the board of directors, the provisions of this chapter shall apply mutatis mutandis, and the convening of the meeting may be exempted from the requirement of express provision in the Articles of Incorporation under paragraph 3.
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Article 44-21
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When a company will convene a shareholders' meeting with video conferencing, it shall specify the following matters in the shareholders' meeting notice:
- The means for shareholders to take part in the video conferencing and exercise their rights.
- Measures to be taken if, due to circumstances of a natural disaster, unforeseen event, or other force majeure event, any disruption occurs in the video conferencing platform or in participation by means of video conferencing, including at least the following particulars:
- To what time the meeting is postponed or from what time the meeting will resume if the above disruption continues and cannot be eliminated, and the date to which the meeting is postponed or on which the meeting will resume.
- Shareholders that have not registered to take part by video conference in the originally scheduled shareholders' meeting may not take part by video conference in the postponed or reconvened meeting.
- When the company convenes a hybrid shareholders meeting, if the virtual meeting cannot be continued, then if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the shareholders meeting by video conferencing, meets the legal quorum for holding a shareholder meeting, the shareholders meeting shall continue in session. The number of shares represented by the shareholders, proxy solicitors, or proxy agents who were attending the shareholders' meeting by video conferencing shall be counted toward the total number of shares represented by the shareholders attending the meeting, but they shall be deemed to have waived their voting rights on all proposals at that shareholders' meeting.
- Measures to be taken if the outcome of all proposals have been announced but extemporary motions have not yet been proceeded with.
- When the company convenes a virtual-only shareholders' meeting, it furthermore shall specify appropriate alternative measures available to shareholders who have difficulty taking part in a virtual shareholders' meeting. Except in the circumstances set out in Article 44-9, paragraph 6, it shall at least provide the shareholders with connection facilities and necessary assistance, and specify the period during which shareholders may apply to the company and other related matters requiring attention.
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