Last Updated: 12 Feb. 2020
Alphaleo Holdings GK has filed an action to confirm invalidity of the resolution to disapprove the agenda to reduce the upper limit (annual amount) of remuneration for directors of Inui Global Logistics Co., Ltd. (“Inui GLC”) by the extraordinary general meeting of shareholders of Inui GLC held on November 4, 2019.
Alphaleo Holdings GK (the “Company”), in accordance with the Company Act of Japan, requested a general meeting of shareholders against Inui GLC and the extraordinary general meeting of shareholders (the “EGM”) was held on November 4, 2019. With respect to this extraordinary general meeting of shareholders, 180 shareholders submitted their proxy to Inui GLC via solicitation from Inui GLC. Only one employed shareholder of Inui GLC received all of the 180 proxies. The voting at the extraordinary general meeting was cast by written ballots; however, the said employed shareholder had already completed filling out all of the 180 ballots before the EGM had commenced. Any writing on the ballot is to be made after the declaration of the voting. Hence, any voting made by the said employed shareholder is considered to be invalid.
Reason to file an action to confirm Invalidity of resolution to disapprove the agenda
Inui GLC has explained to the Inspector of the EGM that, since the number of proxy had accumulated to 180, Inui GLC had no other option but to fill in the voting ballots beforehand. However, in this case, a mere extension of the voting time limit was an option, and by giving the voting ballots to the employed shareholders beforehand in order for them to fill in their votes, the Company believes Inui GLC’s action constituted violation of the equality of shareholders’ right. Based on these situations, the Company deems that the process of resolution to reject the agenda was in violation of the lawful process, and argues the significant injustice and; therefore, has filed the action on February 3, 2020 to seek the invalidity of the resolution to rejection to disapprove the agenda to reduce the upper limit (annual amount) of remuneration for directors of Inui GlC.
If any new matters arise in connection to this action and that needs to be disclosed, we will post hem on the website of Alphaleo Holdings GK (https://www.alphaleo-hd.jp/)
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Alphaleo Holdings GK