SUMIDA: Company News

Partial Amendment to the Articles of Incorporation

February 24th 2009
Press Release

SUMIDA CORPORATION hereby inform you that we have decided to submit the agenda on partial amendment to the Articles of Incorporation to the Annual General Meeting of Shareholders as approved by the Board of Directors meeting held today.

  1. Reasons for the amendment
    1. For the Japanese trade name of the Company, there is a one letter space between “SUMIDA” and “CORPORATION” in the Articles of Incorporation, while no space is added in the commercial register. The Company would like to correct said discrepancy between the Articles of Incorporation and the commercial register by deleting the space contained in the trade name of the Articles of Incorporation in line with the description in the register (Article 1). (note: no change will be made in the English translation)
    2. Upon enforcement of the Act for Partial Revision of the Act on Transfer of Bonds, etc. for Streamlining Settlement Concerning Stock Trading, etc. (Act No. 88 of 2004; hereinafter referred to as the “Act for Streamlining Settlement of Stocks, etc.”) on January 5, 2009, the book-entry transfer system of stocks became applied to all the stocks of listed companies (i.e. implementation of the stock certificate dematerialization).

      In conjunction with this implementation, it has been deemed that, in accordance with Article 6, Paragraph 1 of the Supplementary Provisions of the Act for Streamlining Settlement of Stocks, etc., the amendment to Article 6 of the current Articles of Incorporation (Issuance of Share Certificates) for abolishing the provisions thereof was resolved on January 5, 2009, or the day when said act took effect, the effective date of the amendment. In addition, the parts of the provisions thereof regarding beneficial shareholders and their registries relating to the former book-entry transfer system in expectation of an issuance of share certificates have become practically meaningless.

      The Company would thus like to delete these provisions and make necessary changes, including the renumbering of the Articles.
      • Current Article 6 (Issuance of Share Certificates): Deleted (Article numbers of the following Articles will be brought forward)
      • Current Article 8: Article 7 (Number of Shares for One Unit) in the amended Articles of Incorporation
      • Current Article 9: Article 8 (Rights of Shareholders Holding Shares Less Than One Unit) in the amended Articles of Incorporation
      • Current Article 11: Article 10 (Record Date) in the amended Articles of Incorporation
      • Current Article 12: Article 11 (Agent to Manage Shareholders Registry) in the amended Articles of Incorporation
      • Current Article 13: Article 12 (Share Handling Regulations) in the amended Articles of Incorporation
      Furthermore, since the registry of lost share certificates shall be prepared and retained until the day in one year after the day following the date of the enforcement date of the Act for Streamlining Settlement of Stocks, etc., the Company would like to delete the parts related to the registry of lost share certificates so that the issuing company will not retain the registry and handle any affairs concerning the registry, and the Company would then establish an Additional clause concerning a provision regarding the registry and its effective term.
    3. With the implementation of the stock certificate dematerialization, the Company would like to clearly state in the Articles of Incorporation that the procedures for exercising shareholders’ rights and other related matters shall be stipulated in the Share Handling Regulations and that share handling fees shall not be charged. The Company would also like to change the name of the Regulations to “Share Handling Regulations” by removing the Japanese word tō (etc.) from the current name (note: no change will be made in the English translation), since they now contain provisions merely pertaining to shares as a result of deleting descriptions regarding subscription rights and the registration of lost share certificates from the Regulations (current Article 13: Article 12 in the amended Articles of Incorporation).
    4. The Company would like to change the name of title of the Executive Officer to the name that corresponds to the actual state of the Company (current Article 42: Article 41 in the amended Articles of Incorporation).
  2. Schedule
    • Implementation of the stock certificate dematerialization:  January 5, 2009  
    • Date of Annual General Meeting of Shareholders to change the Articles of Incorporation: March 28, 2009
    • Effective Date:  March 28, 2009

Please click on the press release link above for the full pdf version of this article.

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