2008
May 8, 2008
Minebea Co., Ltd.
Partial Amendments to the Articles of Incorporation
The Company would like to announce that at the Board of Directors Meeting held on May 8, 2008 it was resolved to propose the partial amendments to the Articles of Incorporation, as stated below, at the 62nd Ordinary General Meeting of Shareholders to be held on June 27, 2008.
1. Reasons for Amendments
- (1) Proposed Amendment Article 29 (Exemption from Liability of Directors), which stipulates that Directors may be exempt from liability within statutory limitations upon a resolution by the Board of Directors in an effort to enable Directors to perform their duties fully as expected and that agreements may be executed to limit the liability of Outside Directors prescribed by law, is newly established in the Articles of Incorporation of the Company and current Articles 29 to 36 are to be moved down one for each Article. All the members of the Board of Corporate Auditors have approved the submittal of this proposal for such establishment.
- (2) Proposed Amendment Article 38 (Exemption from Liability of Corporate Auditors), which stipulates that Corporate Auditors may be exempt from liability within statutory limitations upon a resolution by the Board of Directors in an effort to enable Corporate Auditors to perform their duties fully as expected and that agreements may be executed to limit the liability of Outside Corporate Auditors prescribed by law, is newly established in the Articles of Incorporation of the Company and current Articles 37 onward are to be moved down two for each Article.
2. Specific Amendments
The substance of the revision is as shown below.
The Articles without amendments are omitted.
3. Schedule
The date of the General Meeting of Shareholders for the amendments to the Articles of Incorporation:
Friday, June 27, 2008.
The effective date of the amendments:
Friday, June 27, 2008.
(Amended text shown underlined)
| Current Articles of Incorporation | Proposed Amendments |
| Chapter 4 Directors and the Board of Directors | Chapter 4 Directors and the Board of Directors |
| (Newly added) | (Exemption from Liability of Directors) |
| Article29 The Company may exempt Directors (including former Directors) as provided in Article 423, Paragraph 1 of the Company Act from liability within statutory limitations upon a resolution of the Board of Directors in accordance with Article 426, Paragraph 1 of same. The Company may execute agreements limiting liability as provided in Article 423, Paragraph 1 of the Company Act with Outside Directors in accordance with Article 427, Paragraph 1 of same. However, the maximum amount of liability prescribed in said agreements shall be an amount stipulated by law. |
|
| Chapter 5 Corporate Auditors and the Board of Corporate Auditors | Chapter 5 Corporate Auditors and the Board of Corporate Auditors |
| Articles 29 to 36 (Omitted) | Articles 30 to 37 (Not amended) |
| (Newly added) | (Exemption from Liability of Corporate Auditors) |
| Article38 The Company may exempt Corporate Auditors (including former Corporate Auditors) as provided in Article 423, Paragraph 1 of the Company Act from liability within statutory limitations upon a resolution of the Board of Directors in accordance with Article 426, Paragraph 1 of same. The Company may execute agreements limiting liability as provided in Article 423, Paragraph 1 of the Company Act with Outside Corporate Auditors in accordance with Article 427, Paragraph 1 of same. However, the maximum amount of liability prescribed in said agreements shall be an amount stipulated by law. |
|
| Articles 37 to 38 (Omitted) | Articles 39 to 40 (Omitted) |
| Company Name: | Minebea Co., Ltd. |
|---|---|
| Representative: | Takayuki Yamagishi Representative Director, President and Chief Executive Officer (Code No. 6479) |
| Contact Person: | Shunji Mase Managing Executive Officer, Head of Personnel & General Affairs Div. Tel. 81-3-5434-8612 / Fax 81-3-5434-8601 |
Information in the press releases is current on the date of the announcement.
Product information, contact and other context are subject to change without prior notice.
Product information, contact and other context are subject to change without prior notice.
