Hitachi Announces Proposed Amendments to its Articles of Incorporation.TOKYO -- Hitachi Hitachi (hētä`chē), city (1990 pop. 202,141), Ibaraki prefecture, E central Honshu, Japan, on the Kashima Sea. The city is a leading producer of Japan's electrical equipment. , Ltd. (TSE See Tokyo Stock Exchange. TSE 1. See Tokyo Stock Exchange (TSE). 2. See Toronto Stock Exchange (TSE). :6501)(NYSE NYSE See: New York Stock Exchange :HIT) today announced proposed amendments to its Articles of Incorporation The document that must be filed with an appropriate government agency, commonly the office of the Secretary of State, if the owners of a business want it to be given legal recognition as a corporation. , which include certain modifications from the amendments it announced on April 27, 2006. There are no substantive Substantive may refer to: In grammar:
1. Date of the Ordinary General Meeting of Shareholders:
June 27, 2006
2. Reason and purpose to the amendment to the Articles of
Incorporation
(1) To adopt new systems as provided for in the Company Law
(2) To make modifications in accordance with the Company Law such
as deleting articles, changing expressions of legal terms,
modifying words and phrases, rearranging articles and
revising article numbers.
3. Proposed amendments
The main points of the amendment are as follows. Please refer to
the attached for the other amendment.
(1) Limitation on the rights of shareholders having less than one
unit (Article 9 in the proposed amendment)
(2) Website disclosure of reference documents for the General
Meeting of Shareholders, etc. (Article 14 in the proposed
amendment)
(3) Establishment of an article which permits the unanimous
written consent or approval of directors to be treated as if a
resolution of the Board of Directors were effectively adopted
in a meeting of the Board of Directors in exceptional
situation (Article 22 in the proposed amendment)
(4) Establishment of an article which provides the term of office
of Executive Officers in accordance with the business year
(Article 27 in the proposed amendment)
Present Articles of Incorporation and proposed amendment
(Underlined sections will be amended.)
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Present Articles of Incorporation Proposed Amendment
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Article 3. (Provision of company which Article 3. (Company adopting
adopts the Committee System) Committee Systems)
The Company shall subject itself to The Company shall have the
the special exceptions as provided for Board of Directors,
in Chapter II, Section 4 of the Law Committees, Accounting
for Special Exceptions to the Auditors and Executive
Commercial Code Concerning Audit, etc. Officers.
of Kabushiki-Kaisha (the "Special
Exceptions Law") of Japan.
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Article 5. (Method of giving public Article 5. (Method of public
notices) notices)
The public notices of the Company The method of public notices
shall be given by electronic public of the Company shall be given
notices; provided, however, if the by electronic public notices;
Company cannot give public notices by provided, however, that if
electronic public notices because of the Company is prevented from
accidents or any other inevitable giving such public notices in
cause, the public notices shall be the form of electronic media
given by publication in the Nihon due to accidents or other
Keizai Shimbun. causes beyond its control,
public notices of the Company
shall be given by publication
in the Nihon Keizai Shimbun.
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Article 6. (Total number of shares Article 6. (Total authorized
authorized to be issued) shares)
The total number of shares authorized The total shares authorized
to be issued by the Company shall be to be issued by the Company
10,000,000,000 shares; provided, shall be 10,000,000,000
however, that in the event that any shares.
shares are canceled, the number of
such shares so canceled shall be
subtracted from the total number of
shares so authorized.
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Article 7 (Issue of share
(New provision) certificates)
The Company shall issue share
certificates for its shares.
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Article 7. (Repurchase of its own
shares)
The Company may repurchase its own
shares by resolution of the Board of (Delete)
Directors pursuant to Article 211-3,
paragraph 1, item 2 of the Commercial
Code of Japan.
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Article 8. (Number of shares to Article 8. (Number of shares
constitute one unit, etc.) per one unit, etc.)
The number of shares to constitute one One unit of the Company's
unit of shares of the Company shall be shares shall comprise 1,000
1,000 shares. shares.
The Company shall not issue share The Company shall not
certificates evidencing issue a share certificate for
less-than-one-unit shares. shares less than one unit.
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Article 9. (Rights regarding
shares less than one unit)
Any shareholder (including
beneficiary; the same applies
hereafter), who holds shares
less than one unit of the
Company, shall have no right
to exercise other than those
stipulated below regarding
such less-than-one-unit
shares.
Any shareholder (including 1. Rights listed in Article
beneficiary; the same applies 189, paragraph 2 of the
hereinafter) who holds Company Law;
less-than-one-unit shares of the 2. Rights to receive
Company shall be entitled to request allotment of share offering
the Company to sell the number of to shareholders and allotment
shares that will, together with such of share purchase warrants;
less-than-one-unit shares, constitute and
a full unit of shares. 3. Rights specified in these
Articles of Incorporation
Any less-than-one-unit
shareholder of the Company
shall be entitled to request
the Company to sell the
number of shares that will,
together with such
less-than-one-unit shares,
constitute a full unit of
shares.
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Present Articles of Incorporation Proposed Amendment
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Article 9. (Transfer agent) Article 10. (Administrator of
The Company shall have a transfer agent shareholders' register)
in respect of shares. The Company shall have an
The share register, the administrator of its
beneficiaries' record and the register shareholders' register.
of loss of share certificates of the
Company shall be kept at the business
office of the transfer agent.
The transfer agent mentioned in
the first paragraph shall handle for
the Company the registration of the
transfer of shares and other business
relating to shares.
The provisions of the foregoing
paragraphs shall apply with respect to
debentures.
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Article 10. (Share Handling Article 11. (Regulations on
Regulations) Handling of Shares, etc.)
In addition to what is provided in In addition to what is
laws, regulations or these Articles of provided in laws, regulations
Incorporation, the denominations of or these Articles of
share certificates of the Company and Incorporation, handling of
registration of the transfer of shares exercise of rights as
of the Company, registration of rights shareholders of the Company,
of pledges, declaration of property in any other matters relating to
trust, notices from shareholders, the handling of shares and
reissue of share certificates, share purchase warrants and
handling of exercise of voting rights fees related thereto shall be
and other rights of shareholders by governed by the Regulations
electromagnetic methods and other on Handling of Shares, etc.
matters relating to the handling of established by the Executive
shares shall be governed by the Share Officer authorized by the
Handling Regulations established by Board of Directors.
the Executive Officer authorized by
the Board of Directors.
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Article 11. (Provisional address or
agent of shareholders, etc., residing
abroad)
Shareholders, pledgees or their legal
representatives residing in foreign
countries shall establish their (Delete)
provisional addresses or appoint their
agents, in Japan, and shall notify
such addresses or agents in accordance
with the Share Handling Regulations.
The same shall apply in case of a
change occurring in these matters.
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Article 12. (Record date)
The Company shall treat the
shareholders as of the date of the
closing of accounts for each business
term as shareholders entitled to
exercise the rights of shareholders at
the ordinary General Meeting of
Shareholders for such business term.
In addition to the preceding (Delete)
paragraph, if it is deemed necessary,
the Company may, by giving public
notice in advance, by resolution of
the Board of Directors, treat the
shareholders or pledgees as of a
certain date and hour as the
shareholders or pledgees entitled to
exercise their rights.
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Present Articles of Incorporation Proposed Amendment
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Article 13. (Convening)
An ordinary General Meeting of
Shareholders shall be convened within
three months next following the date
of closing of accounts of each year
and an extraordinary General Meeting
of Shareholders shall be convened
whenever necessary, in a ward, or ku
of Tokyo by the President and Chief (Delete)
Executive Officer in accordance with
the resolution of the Board of
Directors. If the President and Chief
Executive Officer is prevented from
discharging his duties, such meeting
shall be convened by another Executive
Officer in the order previously fixed
by the Board of Directors.
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Article 12. (Record date for
the purpose of the Ordinary
General Meeting of
Shareholders)
The Company shall regard the
shareholders registered as of
(New provision) the last date of each
business year as shareholders
entitled to exercise the
rights of shareholders at the
Ordinary General Meeting of
Shareholders for such
business year.
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Article 14. (Chairmanship) Article 13. (Chairmanship)
Chairmanship of a General Meeting of Chairmanship of a General
Shareholders shall be assumed by the Meeting of Shareholders shall
President and Chief Executive Officer. be assumed by the President
If the President and Chief Executive and Chief Executive Officer.
Officer is prevented from discharging If the President and Chief
his duties, another person shall act Executive Officer is
as such chairman in the order prevented from discharging
previously fixed by the Board of his duties, another person
Directors. shall act as such chairman in
the order previously fixed by
the resolution of the Board
of Directors.
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Article 14 (Website
disclosure of reference
documents for the General
Meeting of Shareholders,
etc.)
As provided for in the
applicable laws, it is deemed
that the Company provided
reference documents for the
General Meeting of
Shareholders, financial
(New provision) statements and consolidated
financial statements
(including auditor's report
and Accounting Auditor's
report for those consolidated
financial statements), as
well as other information
required to be included or
presented in the business
report of the Company to its
shareholders by posting them
on its website on the
Internet.
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Article 15. (Exercise of voting rights Article 15. (Exercise of
by proxy) voting rights by proxy)
Shareholders or their legal A shareholder may appoint a
representatives may exercise their proxy who exercises such
voting rights by proxy; provided, shareholder's voting rights
however, that such proxy must be a on behalf of such
shareholder of the Company entitled to shareholder; provided,
vote. however, that such proxy must
be a shareholder of the
In the case mentioned in the Company entitled to vote.
preceding paragraph, a document In the case mentioned in
showing the power of representation the preceding paragraph, a
shall be submitted to the Company in document certifying the power
advance. of representation shall be
submitted to the Company in
advance.
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Present Articles of Incorporation Proposed Amendment
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Article 16. (Method of adopting Article 16. (Method of
resolutions) adopting resolutions)
Unless otherwise provided by laws, Unless otherwise provided by
regulations or these Articles of laws, regulations or these
Incorporation, resolutions at a Articles of Incorporation,
General Meeting of Shareholders shall resolutions at a General
be adopted by a majority of the votes Meeting of Shareholders shall
of the shareholders present. be adopted by a majority of
the votes of the shareholders
Any resolution as provided for in who are present in such
Article 343 of the Commercial Code of meeting and are entitled to
Japan shall be adopted at a General vote.
Meeting of Shareholders at which Any resolution as provided
shareholders representing one-third or for in Article 309, paragraph
more of the voting rights of all the 2 of the Company Law shall be
shareholders shall be present, by a adopted at a General Meeting
majority of two-thirds or more of the of Shareholders at which
voting rights of the shareholders so shareholders representing
present. one-third or more of the
voting rights of all the
shareholders shall be
present, by a majority of
two-thirds or more of the
voting rights of the
shareholders who are present
in such meeting and are
entitled to vote.
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Article 17. (Minutes)
With respect to the proceedings at a
General Meeting of Shareholders,
minutes shall be prepared entering or
recording therein the general
proceedings and the resultant actions (Delete)
taken thereat, and such minutes shall
be kept at the Company after the
chairman, the Directors and the
Executive Officers present have
affixed their names and seals or their
electronic signatures thereto.
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Article 18. (The presentation of text Article 17. (The presentation
is omitted here.) of text is omitted here.)
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Article 19. (Election) Article 18. (Election)
For the adoption of resolutions for For the adoption of
the election of Directors, the resolutions for the election
presence of shareholders representing of Directors, the presence of
one-third or more of the voting rights shareholders representing
of all the shareholders shall be one-third or more of the
required at the General Meeting of voting rights of shareholders
Shareholders. who are entitled to vote
Resolutions under the preceding shall be required at the
paragraph shall not be made by General Meeting of
cumulative voting. Shareholders.
Resolutions under the
preceding paragraph shall not
be made by cumulative voting.
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Article 20. (Term of office) Article 19. (Term of office)
The term of office of Directors shall The term of office of
expire at the close of the ordinary Directors shall expire at the
General Meeting of Shareholders close of the Ordinary General
relating to the last closing of Meeting of Shareholders for
accounts within one year after their the last business year that
assumption of office; provided, will end within one year
however, that the term of office of after their election;
those Directors who have newly assumed provided, however, that the
office while the other Directors are term of office of those
still in office shall be for the Directors who have newly
remaining balance of the term of assumed office while the
office of the other Directors other Directors are still in
presently in office. office shall be for the
remaining balance of the term
of office of the other
Directors presently in
office.
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Article 21 (Director to convene and Articles 20 (Director to
preside over meetings of the Board of convene and preside over
Directors) meetings of the Board of
By resolution of the Board of Directors)
Directors, a Director who convenes and By resolution of the Board of
presides over meetings of the Board of Directors, a Director who
Directors shall be selected. convenes and presides over
meetings of the Board of
Directors shall be selected.
(Note: Although notational
changes were made in the
original Japanese Article,
the English translation has
not changed.)
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Article 22 (Convening of meeting of Article 21 (Convening of
the Board of Directors) meeting of the Board of
Notice for convening a meeting of the Directors)
Board of Directors shall be dispatched Notice for convening a
to each Director one week prior to the meeting of the Board of
date of the meeting; provided, Directors shall be dispatched
however, that in case of urgency, such to each Director one week
period may be shortened and such prior to the date of the
notice may be dispatched three days meeting; provided, however,
prior to the date of the meeting. that in case of urgency, such
period may be shortened and
such notice may be dispatched
by the preceding day to the
date of the meeting.
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Present Articles of Incorporation Proposed Amendment
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Article 22 (Resolutions of
the Board of Directors
without meeting)
Matters that require
resolutions in a meeting of
the Board of Directors may be
resolved without holding a
meeting if all Directors who
are entitled to vote for such
(New provision) resolutions express
unanimously in writing or in
electromagnetic recording
media their consent or
approval on such matters; and
such unanimous consent or
approval shall be treated as
if resolutions were
effectively adopted in a
meeting of the Board of
Directors.
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Article 23. (Exemption of Directors Article 23. (Exemption of
from liabilities) Directors from liabilities)
The Company may, by resolution of the The Company may, by
Board of Directors, exempt any resolution of the Board of
Director from liabilities as provided Directors, exempt any
in Article 21-17, paragraph 1 of the Director (including former
Special Exceptions Law to the extent Directors) from liabilities
as provided in laws or regulations. as provided in Article 423,
The Company may enter into an paragraph 1 of the Company
agreement with any outside Director to Law to the extent as provided
limit liabilities of such Director as in laws or regulations.
provided in Article 21-17, paragraph 1 The Company may enter into
of the Special Exceptions Law to the an agreement with any outside
aggregate amount as provided in the Director to limit liabilities
items of paragraph 19 of Article 266 as provided for in Article
of the Commercial Code, which are 423, paragraph 1 of the
applied by paragraph 5 of the said Company Law of such Director
Article of the Special Exceptions Law. to the extent in the
aggregate amount as provided
for in items of Article 425,
paragraph 1 of the Company
Law.
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Article 25. (Committees)
The Company shall have the Nominating (Delete)
Committee, the Audit Committee and the
Compensation Committee.
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Article 26. (The presentation of text Article 25. (The presentation
is omitted here.) of text is omitted here.)
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Article 27. (Number) Article 26. (Number)
By resolution of the Board of By resolution of the Board of
Directors, the Company shall have not Directors, the Company shall
more than 40 Executive Officers. have not more than 40
Executive Officers.
(Note: Although notational
changes were made in the
original Japanese Article,
the English translation has
not changed.)
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Article 28. (Term of office) Article 27 (Term of office)
The term of office of Executive The term of office of
Officers shall expire at the close of Executive Officers shall
the first meeting of the Board of expire on the last day of the
Directors after the ordinary General business year that ends
Meeting of Shareholders relating to within one year from their
the last closing of accounts within election.
one year after their assumption of
office; provided, however, that the
term of office of those Executive
Officers who have newly assumed office
while the other Executive Officers are
still in office shall be for the
remaining balance of the term of
office of the other Executive Officers
presently in office.
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Article 29. (President and Chief Article 28. (President and
Executive Officer) Chief Executive Officer)
By resolution of the Board of By resolution of the Board of
Directors, a President and Chief Directors, a President and
Executive Officer shall be selected, Chief Executive Officer shall
provided that the President and Chief be selected, provided that
Executive Officer must be a the President and Chief
Representative Executive Officer. Executive Officer must be a
Representative Executive
Officer.
(Note: Although notational
changes were made in the
original Japanese Article,
the English translation has
not changed.)
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Present Articles of Incorporation Proposed Amendment
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Article 30. (Exemption of Executive Article 29. (Exemption of
Officers from liabilities) Executive Officers from
The Company may, by resolution of the liabilities)
Board of Directors, exempt any The Company may, by
Executive Officer from liabilities as resolution of the Board of
provided in Article 21-17, paragraph 1 Directors, exempt any
of the Special Exceptions Law to the Executive Officers (including
extent as provided in laws or former Executive Officers)
regulations. from liabilities as provided
in Article 423, paragraph 1
of the Company Law to the
extent as provided in laws or
regulations.
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Article 31. (Chairmen Emeritus) Article 30. (Chairmen
The Company may have Chairmen Emeritus Emeritus)
by resolution of the Board of The Company may have Chairmen
Directors. Emeritus by resolution of the
Board of Directors.
(Note: Although notational
changes were made in the
original Japanese Article,
the English translation has
not changed.)
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Article 32. (Date of closing of Article 31. (Business year)
accounts) The business year of the
The date of closing of accounts of the Company shall start on April
Company shall be March 31 of each 1 every year and end on March
year. 31 of the following year.
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Article 32. (Distribution of
surplus and repurchase of the
Company's shares)
The Company may, unless
otherwise provided in the
applicable laws, make
(New provision) decisions on matters
specified in items in Article
459, paragraph 1 of the
Company Law by resolution of
its Board of Directors,
without resolution at the
General Meeting of
Shareholders.
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Article 33. (Dividends) Article 33. (Record date for
Dividends shall be paid to the the purpose of distribution
shareholders or registered pledgees as of surplus, etc.)
of each date of closing of accounts. Any distributions of surplus
If the dividends mentioned in the by the Company shall be to
preceding paragraph are not received the shareholders or
within three years from the date they registered pledgees as of
became due and payable, the Company March 31 or September 30 of
shall be relieved of the obligation to each year.
pay such dividends. In addition to the dates
--------------------------------------- specified above, the Company
Article 34. (Interim dividends) may designate another record
The Company may, by resolution of the date for the purpose of
Board of Directors, make such distributing surplus.
distribution of money as provided for If a distribution of
in Article 293-5 of the Commercial surplus is not received
Code of Japan to the shareholders or within three years from the
registered pledgees as of the last day date it became due and
of September of each year. payable, the Company shall be
The provisions of the second relieved of the obligation to
paragraph of the preceding Article pay such distribution of
shall apply, mutatis mutandis, to the surplus.
distribution of money mentioned in the
preceding paragraph.
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Present Articles of Incorporation Proposed Amendment
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Supplementary Provisions Supplementary Provisions
Article 1. (Transitional measure Article 1. (Transitional
regarding exemption of Directors from measure regarding exemption
liabilities) of Directors from
The Company may, by resolution of the liabilities)
Board of Directors, exempt any The Company may, by
Director from liabilities in respect resolution of the Board of
of any act prior to the close of the Directors, exempt any
ordinary General Meeting of Director from liabilities in
Shareholders relating to the respect of any act prior to
accounting period ended March 2003 as the close of the Ordinary
provided in Article 266, paragraph 1, General Meeting of
item 5 of the Commercial Code of Shareholders for the
Japan to the extent as provided in accounting period ended March
laws or regulations. 2003 as provided in Article
266, paragraph 1, item 5 of
the Commercial Code of Japan
(hereinafter the "Former
Commercial Code) before it
was revised in accordance
with the Law Regarding
Creation of Relevant Laws in
Response to the Enactment of
the Company Law to the extent
as provided in laws or
regulations.
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Article 2. (Transitional measure Article 2. (Transitional
regarding exemption of Corporate measure regarding exemption
Auditors from liabilities) of Corporate Auditors from
The Company may, by resolution of the liabilities)
Board of Directors, exempt any The Company may, by
Corporate Auditor from liabilities resolution of the Board of
prior to the close of the ordinary Directors, exempt any
General Meeting of Shareholders Corporate Auditor from
relating to the accounting period liabilities as provided for
ended March 2003 to the extent as in the Former Commercial Code
provided in laws or regulations. prior to the close of the
Ordinary General Meeting of
Shareholders for the
accounting period ended March
2003 to the extent as
provided in laws or
regulations.
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