OMRON Notice of Partial Amendment of the Articles of Incorporation.Kyoto, Japan, May 12, 2006 - (JCN JCN Japan Corporate News JCN Journal of Cognitive Neuroscience JCN Journal of Cardiovascular Nursing JCN Journal of Christian Nursing JCN Job Control Number JCN Journal of Child Neurology JCN joint communications network (US DoD) Newswire) - OMRON Corporation (TSE See Tokyo Stock Exchange. TSE 1. See Tokyo Stock Exchange (TSE). 2. See Toronto Stock Exchange (TSE). :6645; US:OMRNY) resolved at a meeting of its Board of Directors today (May 12, 2006) to make a proposal to amend the company's 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. as described below. The proposal, which will be placed on the agenda of its ordinary general meeting of shareholders to be held on June 22, 2006, is as follows. 1. Reasons for the Amendments 1) In accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[] As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh. with the enforcement on May 1, 2006 of the new Corporation Law of Japan and Ministry of Justice directives based on the Corporation Law of Japan, Omron will amend its Articles of Incorporation as follows for items that will be enabled by stipulating them in the Articles of Incorporation. A. The proposed amendment of Article 10 ("Rights for Shares Less than One Trading Unit Trading unit The number of shares of a particular security that is used as the acceptable quantity for trading on the exchanges. trading unit See unit of trading. ") will be newly established to restrict, within reasonable limits, the rights of odd-lot shareholders. B. The proposed amendment of Article 18 ("Disclosure via Internet and Deemed Presentation of General Shareholders' Meeting shareholders' meeting n. a meeting, usually annual, of all shareholders of a corporation (although in large corporations only a small percentage attend) to elect the Board of Directors and hear reports on the company's business situation. Reference Materials, etc.") will be newly established so that the Company can, when necessary, provide enhanced information disclosure to shareholders without the limitation of restrictions on paper width, through the use of the Internet for certain reference materials for the General Meeting of Shareholders, etc. C. Traditionally, the exercise of voting rights Voting rights The right to vote on matters that are put to a vote of security holders. For example the right to vote for directors. voting rights The type of voting and the amount of control held by the owners of a class of stock. by proxy has been handled by limiting the number of proxies to one, based on the provisions of the Commercial Code, to facilitate smooth running of the General Meeting of Shareholders. The present Article 16 will be amended where necessary to clarify this handling in the Articles of Incorporation. D. The present Article 25 will be amended to enable Board of Directors resolutions to be made flexibly using paper or electronic methods if necessary. E. To facilitate invitation of external auditors The examples and perspective in this article or section may not represent a worldwide view of the subject. Please [ improve this article] or discuss the issue on the talk page. , the proposed amendment of Article 40 ("Limited Liability Contracts with External Auditors") will be newly established to allow the Company to enter into contracts with external auditors that limit their liability in performing their duties, provided that they act in good faith and without gross negligence An indifference to, and a blatant violation of, a legal duty with respect to the rights of others. Gross negligence is a conscious and voluntary disregard of the need to use reasonable care, which is likely to cause foreseeable grave injury or harm to persons, property, or . 2) In addition to the above reasons, the Company will make the necessary additions, deletions, revisions and movements as a stock corporation under the Corporation Law, and will take this opportunity to review the provisions of the Articles of Incorporation and make any necessary changes across the board. 2. Details of the Amendments The articles of incorporation will be amended in line with the reasons for amendment stated above. 3. Schedule June 22, 2006: 69th Ordinary General Meeting of Shareholders June 22, 2006: Effected date for the partial amendment of the articles of incorporation. About OMRON Headquartered in Kyoto, Japan, OMRON Corporation is a global leader in the field of automation. Established in 1933 and headed by President and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. Hisao Sakuta, OMRON has more than 26,000 employees in over 35 countries working to provide products and services to customers in a variety of fields including industrial automation, electronic components, social systems (ticket gate machines, ticket vending machines vending machine, coin-operated, automatic device for selling goods. Many vending machines are capable of making change, and some of the more sophisticated ones accept paper money or credit cards. , and traffic control), and healthcare. The company is divided into five regions and head offices are in Japan (Kyoto), Asia Pacific (Singapore), China (Shanghai), Europe (Amsterdam) and US (Chicago). For more information, visit OMRON's website at www.omron.com Source: OMRON Contact: OMRON Corporation Corporate Brand Communications Department James Seddon (james_seddon@omron.co.jp) Takayuki Nakamura (takayuki_nakamura@omron.co.jp) Telephone: +81-3-3436-7202 Facsimile: +81-3-3436-7029 Copyright [c] 2006 JCN Newswire. All rights reserved. A division of Japan Corporate News Network K.K. |
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