Hitachi to Amend 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 that it determined, at the meeting of the Board of Directors held today, to propose the amendment of certain parts of 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. to the 137th Ordinary General Meeting of Shareholders.
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) Adopting the new legal system as provided for in the
Company Law
(2) Overall modifications in accordance with the enforcement of
the Company Law such as deleting articles, changing the
expression of legal terms, modifying the words and phrases,
relocating the articles and revising the numbering of
articles.
3. Detailed proposed amendment
The main points of the amendment are as follows. Please see
the attached for the other amendment.
(1) Limitation on the rights of shareholders having less than
one unit (proposed amendment to Article 9)
(2) Website disclosure of reference documents for the General
Meeting of Shareholders, etc. (proposed amendment to
Article 14)
(3) Establishment of the article which provides that all
directors' unanimous written consent or approval shall be
treated as if resolutions of the Board of Directors were
effectively adopted in a meeting of the Board of Directors
if inevitable (proposed amendment to Article 22)
(4) Establishment of the article which provides the term of
office of Executive Officers in accordance with the
business year (proposed amendment to Article 27)
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 Article 3. (Company adopting
which adopts the Committee Committee Systems)
System) The Company shall have the Board of
The Company shall subject itself Directors, Committees, Accounting
to the special exceptions as Auditors and Executive Officers.
provided for in Chapter II,
Section 4 of the Law for Special
Exceptions to the Commercial Code
Concerning Audit, etc. of
Kabushiki-Kaisha (the "Special
Exceptions Law") of Japan.
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Article 5. (Method of giving Article 5. (Method of public
public notices) notices)
The public notices of the Company The public notices of the Company
shall be given by electronic shall be given by electronic
public notices; provided, public notices; provided, however,
however, if the Company cannot that if the Company is prevented
give public notices by electronic from giving such public notices in
public notices because of the form of electronic media due
accidents or any other inevitable to accidents or other causes
cause, the public notices shall beyond its control, public notices
be given by publication in the of the Company shall be given by
Nihon Keizai Shimbun. publication in the Nihon Keizai
Shimbun.
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Article 6. (Total number of Article 6. (Total authorized
shares authorized to be issued) shares)
The total number of shares The total shares authorized to be
authorized to be issued by the issued by the Company shall be
Company shall be 10,000,000,000 10,000,000,000 shares.
shares; provided, however, that
in the event that any 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 (Delete)
of 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 to
constitute one unit, etc.) constitute one unit, etc.)
The number of shares to constitute One unit of the Company's shares
one unit of shares of the Company shall comprise 1,000 shares.
shall be 1,000 shares. The Company shall not issue a
The Company shall not issue share certificate for shares
share certificates evidencing less than one unit.
less-than-one-unit shares. -----------------------------------
Article 9. (Rights of shareholders
having shares less than one unit)
Any shareholder having shares less
than one unit of the Company shall
have no right to exercise other
than those stipulated below.
1. Rights listed in Article 189,
paragraph 2 of the Company Law;
2. Rights to receive allotment of
share offering to shareholders
and allotment of share purchase
Any shareholder (including warrants; and
beneficiary; the same applies 3. Rights specified in these
hereinafter) who holds less-than- Articles of Incorporation
one-unit shares of the Company Any shareholder (including
shall be entitled to request the beneficiary; the same applies
Company to sell the number of hereinafter) who holds shares of
shares that will, together with the Company less than one unit
such less-than-one-unit shares, shall be entitled to request the
constitute a full unit of shares. 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 shareholders' register)
agent in respect of shares. The Company shall have an
The share register, the administrator of its shareholders'
beneficiaries' record and the register.
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 provided in
laws, regulations or these laws, regulations or these
Articles of Incorporation, the Articles of Incorporation,
denominations of share handling of exercise of rights as
certificates of the Company and shareholders of the Company, any
registration of the transfer of other matters relating to the
shares of the Company, handling of shares and share
registration of rights of purchase warrants and fees related
pledges, declaration of property thereto shall be governed by the
in trust, notices from Share Handling Regulations
shareholders, reissue of share established by the Executive
certificates, handling of Officer authorised by the Board of
exercise of voting rights and Directors.
other rights of shareholders by
electromagnetic methods and other
matters relating to the handling
of shares shall be governed by
the Share Handling Regulations
established by 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 provisional addresses or (Delete)
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 (Delete)
Chief 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 the
(New provision) 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 Chairmanship of a General Meeting
of Shareholders shall be assumed of Shareholders shall be assumed
by the President and Chief by the President and Chief
Executive Officer. If the Executive Officer. If the
President and Chief Executive President and Chief Executive
Officer is prevented from Officer is prevented from
discharging his duties, another discharging his duties, another
person shall act as such chairman person shall act as such chairman
in the order previously fixed by in the order previously fixed by
the Board of Directors. 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 14 (Website disclosure of
reference documents for the
General Meeting of Shareholders,
etc.)
As provided for in the applicable
ordinance of the Ministry of
Justice, the Company may disclose,
on its website on the Internet,
reference documents for the
(New provision) General Meeting of Shareholders,
financial 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.
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Article 15. (Exercise of voting Article 15. (Exercise of voting
rights by proxy) rights by proxy)
Shareholders or their legal A shareholder may appoint a proxy
representatives may exercise who exercises such shareholder's
their voting rights by proxy; voting rights on behalf of such
provided, however, that such shareholder; provided, however,
proxy must be a shareholder of that such proxy must be a
the Company entitled to vote. shareholder of the Company
entitled to vote.
In the case mentioned in the In the case mentioned in the
preceding paragraph, a preceding paragraph, a
document showing the power of document certifying the power
representation shall be of representation shall be
submitted to the Company in submitted to the Company in
advance. advance.
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Present Articles of Incorporation Proposed Amendment
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Article 16. (Method of adopting Article 16. (Method of adopting
resolutions) resolutions)
Unless otherwise provided by laws, Unless otherwise provided by laws,
regulations or these Articles of regulations or these Articles of
Incorporation, resolutions at a Incorporation, resolutions at a
General Meeting of Shareholders General Meeting of Shareholders
shall be adopted by a majority of shall be adopted by a majority of
the votes of the shareholders the votes of the shareholders who
present. are present in such meeting and
Any resolution as provided for are entitled to vote.
in Article 343 of the Commercial Any resolution as provided for in
Code of Japan shall be adopted at Article 309, paragraph 2 of the
a General Meeting of Shareholders Company Law shall be adopted at a
at which shareholders General Meeting of Shareholders at
representing one-third or more of which shareholders representing
the voting rights of all the one-third or more of the voting
shareholders shall be present, by rights of all the shareholders
a majority of two-thirds or more shall be present, by a majority of
of the voting rights of the two-thirds or more of the voting
shareholders so present. 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 taken (Delete)
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 Article 17. (The presentation of
text is omitted here.) text is omitted here.)
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Article 19. (Election) Article 18. (Election)
For the adoption of resolutions For the adoption of resolutions
for the election of Directors, for the election of Directors, the
the presence of shareholders presence of shareholders
representing one-third or more of representing one-third or more of
the voting rights of all the the voting rights of shareholders
shareholders shall be required at who are entitled to vote shall be
the General Meeting of required at the General Meeting of
Shareholders. Shareholders.
Resolutions under the Resolutions under the preceding
preceding paragraph shall not paragraph shall not be made by
be made by cumulative voting. cumulative voting.
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Article 20. (Term of office) Article 19. (Term of office)
The term of office of Directors The term of office of Directors
shall expire at the close of the shall expire at the close of the
ordinary General Meeting of Ordinary General Meeting of
Shareholders relating to the last Shareholders for the last business
closing of accounts within one year that will end within one year
year after their assumption of after their election; provided,
office; provided, however, that however, that the term of office
the term of office of those of those Directors who have newly
Directors who have newly assumed assumed office while the other
office while the other Directors Directors are still in office
are still in office shall be for shall be for the remaining balance
the remaining balance of the term of the term of office of the other
of office of the other Directors Directors presently in office.
presently in office.
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Articles 21 and 22 (The Articles 20 and 21 (The
presentation of text is omitted presentation of text is omitted
here.) here.)
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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
(New provision) who are entitled to vote for such
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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Present Articles of Incorporation Proposed Amendment
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Article 23. (Exemption of Article 23. (Exemption of
Directors from liabilities) Directors from liabilities)
The Company may, by resolution of The Company may, by resolution of
the Board of Directors, exempt the Board of Directors, exempt any
any Director from liabilities as Director (including former
provided in Article 21-17, Directors) from liabilities as
paragraph 1 of the Special provided in Article 423, paragraph
Exceptions Law to the extent as 1 of the Company Law to the extent
provided in laws or regulations. as provided in laws or
The Company may enter into an regulations.
agreement with any outside The Company may enter into an
Director to limit liabilities agreement with any outside
of such Director as provided in Director to limit liabilities
Article 21-17, paragraph 1 of as provided for in Article
the Special Exceptions Law to 423, paragraph 1 of the
the aggregate amount as Company Law of such Director
provided in the items of to the extent in the aggregate
paragraph 19 of Article 266 of amount as provided for in
the Commercial Code, which are items of Article 425,
applied by paragraph 5 of the paragraph 1 of the Company
said Article of the Special Law.
Exceptions Law.
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Article 25. (Committees)
The Company shall have the
Nominating Committee, the Audit (Delete)
Committee and the Compensation
Committee.
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Article 26. (The presentation of Article 25. (The presentation of
text is omitted here.) 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 Directors, the Company shall have
not more than 40 Executive not more than 40 Executive
Officers. 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 Executive
Officers shall expire at the Officers shall expire on the last
close of the first meeting of the day of the business year that ends
Board of Directors after the within one year from their
ordinary General Meeting of election.
Shareholders relating to the last
closing of accounts within 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 Chief
Executive Officer) Executive Officer)
By resolution of the Board of By resolution of the Board of
Directors, a President and Chief Directors, a President and Chief
Executive Officer shall be Executive Officer shall be
selected, provided that the selected, provided that the
President and Chief Executive President and Chief Executive
Officer must be a Representative Officer must be a Representative
Executive Officer. Executive Officer.
(Note: Although notational changes
were made in the original Japanese
Article, the English translation
has not changed.)
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Article 30. (Exemption of Article 29. (Exemption of
Executive Officers from Executive Officers from
liabilities) liabilities)
The Company may, by resolution of The Company may, by resolution of
the Board of Directors, exempt the Board of Directors, exempt any
any Executive Officer from Executive Officers (including
liabilities as provided in former Executive Officers) from
Article 21-17, paragraph 1 of the liabilities as provided in Article
Special Exceptions Law to the 423, paragraph 1 of the Company
extent as provided in laws or Law to the extent as provided in
regulations. laws or regulations.
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Present Articles of Incorporation Proposed Amendment
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Article 31. (Chairmen Emeritus) Article 30. (Chairmen Emeritus)
The Company may have Chairmen The Company may have Chairmen
Emeritus by resolution of the Emeritus by resolution of the
Board of Directors. 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 Company
The date of closing of accounts shall start on April 1 every year
of the Company shall be March 31 and end on March 31 of the
of each year. following year.
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Article 32. (Distribution of
surplus and repurchase of the
Company's shares)
In accordance with the applicable
laws, the Company may 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 the
Dividends shall be paid to the purpose of distribution of
shareholders or registered surplus)
pledgees as of each date of The Company shall allot surplus
closing of accounts. funds to the shareholders or
If the dividends mentioned in registered pledgees as of March 31
the preceding paragraph are or September 30 of each year.
not received within three In addition to the dates
years from the date they specified above, the Company
became due and payable, the may designate another record
Company shall be relieved of date for the purpose of
the obligation to pay such allotting surplus funds.
dividends. If the distribution of surplus
---------------------------------- are not received within three
Article 34. (Interim dividends) years from the date they
The Company may, by resolution of became due and payable, the
the Board of Directors, make such Company shall be relieved of
distribution of money as provided the obligation to pay such
for in Article 293-5 of the distribution of surplus.
Commercial Code of Japan to the
shareholders or registered
pledgees as of the last day of
September of each year.
The provisions of the second
paragraph of the preceding
Article shall apply, mutatis
mutandis, to the 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 measure
regarding exemption of Directors regarding exemption of Directors
from liabilities) from liabilities)
The Company may, by resolution of The Company may, by resolution of
the Board of Directors, exempt the Board of Directors, exempt any
any Director from liabilities in Director from liabilities in
respect of any act prior to the respect of any act prior to the
close of the ordinary General close of the Ordinary General
Meeting of Shareholders relating Meeting of Shareholders for the
to the accounting period ended accounting period ended March 2003
March 2003 as provided in Article as provided in Article 266,
266, paragraph 1, item 5 of the paragraph 1, item 5 of the
Commercial Code of Japan to the Commercial Code of Japan
extent as provided in laws or (hereinafter the "Former
regulations. 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 measure
regarding exemption of Corporate regarding exemption of Corporate
Auditors from liabilities) Auditors from liabilities)
The Company may, by resolution of The Company may, by resolution of
the Board of Directors, exempt the Board of Directors, exempt any
any Corporate Auditor from Corporate Auditor from liabilities
liabilities prior to the close of as provided for in the Former
the ordinary General Meeting of Commercial Code prior to the close
Shareholders relating to the of the Ordinary General Meeting of
accounting period ended March Shareholders for the accounting
2003 to the extent as provided in period ended March 2003 to the
laws or regulations. extent as provided in laws or
regulations.
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