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1
| Reasons for Amendment
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| (1) |
1. |
We will change "the medium of
publication'' from Nihon Keizai Shimbun currently regulated in
the Articles of Incorporation (Article 4) to the Internet, in
connection with the enforcement of "the Law to partially
amend the Commercial Code in order to introduce electric publication
system'' (Law No. 87 of 2004) on February 1, 2005. We will also
lay down measures in case we can not publicize information on
the Internet due to circumstances beyond our control. |
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2. |
In anticipation of future business expansion, we
will increase "the total number of shares issued'' currently
regulated in the Articles of Incorporation (Article 5) to 436,301,000
in order to raise capital more promptly and effectively. |
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3. |
We will reduce "the number of corporate directors''
currently regulated in the Articles of Incorporation (Article
16) to improve management efficiency. |
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4. |
We will make the following changes to the current
Articles of Incorporation in connection with the enforcement of
"the Corporate Law'' (Law No. 86 of 2005), and "the
Law concerning adjustment of relevant laws in association with
the enforcement of the Corporate Law''(Law No. 87 of 2005, hereinafter
called the "Adjustment Law'') on May 1, 2006. |
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(a) |
We will create Article 9 to clarify the rights
of shareholders who own shares constituting less than one unit. |
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(b) |
Considering wide use of the Internet, we will create
Article 15 to disclose information such as reference materials
for general shareholders meeting on the Internet with the same
effectiveness as that offered in writing, in accordance with ordinances
by the Ministry of Justice. |
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(c) |
We will create Article 20 regarding a resolution
to dismiss directors. The Article will stipulate that it will
be continuously an extraordinary resolution in order for directors
who are to play a vital role in management to fully achieve their
expected roles during their term. |
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(d) |
We will create Article 25, which enables us to
recognize as if a resolution were passed without holding the Board
of Directors'Meeting, for the purpose of prompt management of
the Meeting. |
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(e) |
We will change the Articles of Incorporation besides
those mentioned above, as well as enforce the Corporate Law. For
example, we will revise words in the Articles of Incorporation
to be consistent with those in the Corporate Law, delete and stipulate
items of the Articles of Incorporation in accordance with requirements
of the Corporate Law, and revise Article numbers accordingly. |
| (2) |
1. |
Amendments related to the reduction in the number
of shares issued and the revision of the trading unit from 1,000
shares to one share to maintain shareholders rights on the effective
date of reverse split of shares are contingent upon approval of
(1) above, and the reverse split at the eighth annual meeting
of shareholders to be held on June 28, 2006. We will also move
up Article numbers, if necessary, in the course of changing the
amendments. |
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2. |
Supplementary provision will be made to prescribe
that alterations related to (1) above and revisions and deletion
of items in Articles 6, 8 and 9 will take effect on the effective
date of the reverse split of shares. The supplementary provision
will be deleted on the effective date of the reverse split of
shares. |
| 2
| Schedule |
