Morito Co., Ltd.
Notice Regarding Partial Amendment to Articles of Incorporation
Proposal to newly establish Articles 39 and 40 in the Articles of Incorporation to allow dividends of surplus to be decided by the Board of Directors and to delete duplicate provisions, to be submitted at the shareholders meeting scheduled on February 26, 2026.
Key Figures
- Scheduled Date of Articles Amendment: 2026-02-26
- Newly Established Articles: Article 39 (Decision-making Authority for Dividends of Surplus), Article 40 (Record Date for Dividends of Surplus)
- Deleted Articles: Current Article 39 (Year-end Dividend), Article 40 (Interim Dividend)
AI要約
Overview of the Articles Amendment
Morito Co., Ltd. resolved at the Board of Directors meeting held on January 23, 2026, to propose a partial amendment to the Articles of Incorporation at the 88th Annual General Meeting of Shareholders scheduled for February 26, 2026. The main change expands the decision-making authority on dividends of surplus from resolution by the shareholders meeting to also include resolution by the Board of Directors, enabling more flexible capital and dividend policies. Specifically, pursuant to Article 459, Paragraph 1 of the Companies Act, Articles 39 (Decision-making Authority for Dividends of Surplus) and 40 (Record Date for Dividends of Surplus) will be newly established to allow dividends of surplus to be resolved by the Board of Directors, and the existing provisions concerning year-end and interim dividends will be deleted.
Impact on Shareholders and Outlook
This amendment to the Articles of Incorporation does not eliminate the shareholders meeting’s resolution on dividends of surplus, which remains valid. This change allows the company to implement dividend policies promptly according to market conditions and business circumstances. The amendment will take effect on February 26, 2026, and is expected to enhance flexibility in future capital policy. For investors, the increased agility in dividend policies is noteworthy, although specific dividend amounts or changes in dividend policy will be announced separately.