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May 15, 2009 TRANS GENIC INC. |
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Notice of Partial Amendment to Articles of Incorporation | ||
At its meeting held on May 15, 2009, the Board of Directors of TRANS GENIC INC. (headquartered in Kumamoto, Japan, CEO: Ken-ichi Yamamura, hereinafter referred to as “we”) resolved that the following proposal for partial amendments to the Articles of Incorporation will be submitted to the 11th annual meeting of shareholders to be held on June 23, 2009. |
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| 1. Reasons for Amendment | ||
| We will make the following changes to the current Articles of Incorporation in connection with the enforcement of the "Law for Partial Amendments to the Law Concerning Book-entry Transfer of Corporate Bonds and Other Securities for the Purpose of Streamlining the Settlement of Trades of Stocks and Other Securities (Law No. 88 of 2004, hereinafter referred to as the "Settlement Rationalization Law"). | ||
| (1) | Pursuant to Article 6 of the Supplementary Provisions of the Settlement Rationalization Law, we will eliminate Articles 7 (Issuance of Share Certificates) and languages relating to the resister of lost share certificates in Article 8 (Administrator of Shareholders' Register) of the current Articles of Incorporation as it was deemed that the partial change in the Articles of Incorporation concerning abolishment of the provision relating to the issuance of share certificates was resolved on January 5, 2009, the date of enforcement of the electronic share certificate system. Simultaneously we will establish supplementary provisions necessary for provisional measures relating to the register of lost share certificates as it is stipulated that the register of lost share certificates shall be prepared and kept for a year reckon from the next day of the enforcement day of Settlement Rationalization Law. | |
| (2) | In accordance with the abolishment of "Act on Custody and Transfer of Share Certificate, etc.", we will delete languages relating to the beneficial owners' list in Article 8 (Administrator of Shareholders' Register). | |
| (3) | We will add business purposes in Article 2 (Purpose) to clarify and be consistent with our more diversified business operations. | |
| (4) | In connection with the above-mentioned deletion and amendments, some articles in the Articles of Incorporation are to be re-numbered and reworded. | |
| 2. Schedule | ||
| Date of shareholders meeting to approve amendments | June 23, 2009 | |
| Effective date of amendment of the Articles of Incorporation | June 23, 2009 | |
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