Last Updated: 9 September 2020
On September 8, 2020, under Article 297 of the Companies Act, Alphaleo Holdings GK requested to convene Extraordinary Shareholders Meeting for agenda of (1) dismissal of Mr. Kiyotaka Kawasaki from director, and (2) abolition of takeover defense plan. It has been confirmed that this request for convening the Meeting has reached Inui Global Logistics on this day of September 9, 2020 and, under Article 297 Paragraph 4, Item 2 of the Companies Act, the Extraordinary Shareholders Meeting is to be held on or before November 4, 2020 (the last date of 8-week period after the request is made, within which the Extraordinary Shareholders Meeting is required to be held).
This request is based on the fact recently revealed in June 2020 that Inui paid the fee (not more than 200 million yen) to the law firm in which Mr. Kawasaki is a member every year in last 4-5 years, and thus Mr. Kawasaki seems to lack qualification for member of “independent committee” of Inui’s takeover defense plan and Inui’s independent director.
In the event that, contrary to the request, Inui fails to issue a notice to convene by the due date, Alphaleo Holdings GK will take steps to convene a shareholders’ meeting by procuring permission to convene from the court, under Article 297 Paragraph 4 of the Companies Act, in order to protect and maintain the value of the shareholders and the company of Inui.
Summary of Proposed Agenda
1. Dismissal of Mr. Kiyotaka Kawasaki from Director:
Due to the fact that Mr. Kawasaki failed to disclose the connection between Inui and the legal profession corporation, of which he is a member, for 4 to 5 years, it cannot be helped but say that as an outside director (notably, he is in an extremely important post, as the chairman of the nominating committee and the compensation committee, as well as, a member of the independent committee of the takeover defense plan), he lacks adequacy and should be dismissed from Inui’s director.
(1) Misrepresentation of transactions between the legal profession corporation, of which Mr. Kawasaki is a member (partner lawyer), and Inui.
(2) Misrepresentation and intentional information cover-up of transactions between the legal profession corporation, of which Mr. Kawasaki is a member (partner lawyer), and Inui, with regards to the financial statements.
(3) Misrepresentation and intentional information cover-up of transactions between the legal profession corporation, of which Mr. Kawasaki is a member (partner lawyer), and Inui, with regards to the corporate governance reports.
2. Abolition of Inui’s measures for a large-scale takeover defense (takeover defense plan):
Regarding Inui’s measures for a large-scale takeover defense (takeover defense plan) (the “Plan”), even after the Extraordinary Meeting of Shareholders held in May 7, 2020, it turned out that serious defects are contained in the Plan, as stated below, thus, its abolition is necessary.
(1) Defect in the implementation decision and the effective date of the Plan (it turned out that the Plan was introduced by the decision of board of directors (not shareholders meeting) on May 14, 2019).
(2) Concealment of transactions made between Inui and the legal profession corporation, of which Director Kiyotaka Kawasaki, an independent member of the Plan, is a member (partner lawyer).
(3) Fact that the Plan is being used for purposes other than the purpose to defend Inui’s shareholders value.
When any new items necessary to be disclosed occur, we will post them on the website of “Alphaleo Holdings GK” （https://www.alphaleo-hd.jp/）.
Alphaleo Holdings GK