| 1.Objectives of changes of these Articles of Incorporation |
| | (1) | To improve convenience of accessing public notices and to facilitate office administration related to publishing public notices, we propose changing the method of publishing public notices to electronic methods and to specify measures in the event that electronic public notification is impracticable because of an accident or other unavoidable reasons. (Article 5 of the Proposed Change) |
| | (2) | We propose the following changes in response to the enactment of the Corporation Law (Law No. 86 2005) and the Law regarding arrangement of related laws, etc. with enactment of the Corporation Law (Law No. 87 2005, hereinafter referred to as the "Arrangement Law"). |
| | | 1) | In accordance with the Arrangement Law, we propose the changes required in association with matters that are deemed to be specified in these Articles of Incorporation.
- The addition of a new rule with the effect that the Board of Directors, Corporate Auditors, Board of Corporate Auditors, and External Auditor are designated (Article 4 of the Proposed Change)
- The addition of a new rule with the effect that share certificates are issued (Article 7 of the Proposed Change)
- Change the rule with the effect that a share transfer agent is designated to a rule with the effect that a Shareholder List Administrator is designated (Article 12 of the Proposed Change)
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| | | 2) | To streamline the management of shares constituting less than one trading unit, we propose the addition of a new rule that limits rights within a reasonable scope. (Article 11 of the Proposed Change) |
| | | 3) | To streamline operation of general shareholders' meetings and further improve information disclosure, we propose the addition of a new rule with the effect that disclosure of reference documents for general shareholders' meetings on the Internet, the Company's website shall be deemed to constitute provision of such documents. (Article 17 of the Proposed Change) |
| | | 4) | To steer the Board of Directors more swiftly and efficiently, we propose the addition of a new rule authorizing written resolutions of the Board of Directors. (Article 26 of the Proposed Change) |
| | | 5) | In addition, we propose making certain required changes, including revising certain terms, rearranging certain provisions, and changing the number of provisions with the addition/deletion of provisions to reflect the introduction of the Corporation Law. |
| | (3) | In addition, we propose making certain required changes, including deleting unnecessary provisions, revising wording, rearranging certain provisions, and changing the number of provisions with the addition/deletion of provisions.
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| 2.Description of Changes to Articles of Incorporation |
| | A description of the changes of the Articles of Incorporation is shown in the Appendix.(PDF : 161KB)
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| 3.Schedule |
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| Date of general shareholders' meeting to change these Articles of Incorporation | Thursday, June 29, 2006 |
| Effective date of changes of these Articles of Incorporation | Thursday, June 29, 2006 |
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TAKEFUJI CORPORATION 15-1 Nishi-Shinjuku 8-chome,Shinjuku-ku, Tokyo 163-8654 Japan
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