2011

May 10, 2011

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Minebea Co., Ltd.

Notice regarding Partial Amendments to the Articles of Incorporation

Minebea Co., Ltd. ("Minebea") hereby announces that its Board of Directors has resolved at a meeting held today to propose partial amendments to its Articles of Incorporation at the 65th Ordinary General Meeting of Shareholders scheduled to be held on June 29, 2011, as set forth below:

1. Purpose of the Amendments

  • (1) The purpose of Article 2 of the existing Articles of Incorporation will be partially amended in order to reflect the situation in which Minebea's businesses are diversifying.
  • (2) The public notice method of Article 5 of the existing Articles of Incorporation will be changed to electronic public notice in order to enhance convenience in public notice and reduce expenses. It will also set forth the method when the Company is unable to carry out public notice by way of electronic public notice due to unavoidable reason.
  • (3) The limit to the place for holding General Meetings of Shareholders set in Article 13 of the existing Articles of Incorporation ("Time and Place of General Meetings of Shareholders") will be deleted in order to secure such places. At the same time, the heading of the same Article will be amended to read ("Convening of General Meetings of Shareholders").
  • (4) The provisions of Article 24 and Article 34 of the existing Articles of Incorporation ("Chairman and Convening of the Meetings of the Board of Directors") and ("Convening of the Meetings of the Board of Corporate Auditors") will be partially amended from "three (3) days prior to the date" to "by three (3) days prior to the date" in order to further clarify the provisions regarding when to give notice announcing the convocation of the meetings of the Board of Directors and of the meetings of the Board of Corporate Auditors.
  • (5) Some wording improvements in other parts of the Articles of Incorporation will be made.

2. Details of the Amendments

The substance of the revision is as shown below.

3. Schedule

Shareholder Meeting to Approve the Amendments: June 29, 2011
Effective Date of the Amendments: June 29, 2011

(Underlined parts are amended.)

Existing Articles of Incorporation Proposed Amendments

Chapter Ⅰ
General Provisions

(Purpose)

Chapter Ⅰ
General Provisions

(Purpose)

Article 2. The purpose of the Company shall be to engage in the following businesses: Article 2. The purpose of the Company shall be to engage in the following businesses:

1. Manufacture, sale, export and import of the following:

(1) to (4) (Not Amended)
(5) medical instruments and apparatus for medical use;
(6) to (15) (Not Amended)

1. Manufacture, sale, export and import of the following:

(1) to (4) (Not Amended)
(Deleted)
(5) to (14) (Not Amended)
(Newly added)

2. Manufacture, sale, marketing, repair, export and import of medical instruments;

2. to 8. (Not Amended) 3. to 9. (Not Amended)
(Method of Public Notice) (Method of Public Notice)
Article 5. Public notice of the Company shall be given in the Nihon Keizai Shinbun. Article 5. Public notice by the Company shall be carried out by way of electronic public notice. Provided, however, when the Company is unable to carry out public notice by way of electronic public notice due to accident or unavoidable reason, it shall be given in the Nihon Keizai Shinbun.

Chapter Ⅲ
General Meetings of Shareholders

Chapter Ⅲ
General Meetings of Shareholders

(Time and Place of General Meetings of Shareholders) (Convening of General Meetings of Shareholders)
Article 13. An ordinary general meeting of shareholders shall be convened every June and extraordinary general meetings of shareholders shall be convened whenever need arises.
General meeting of shareholders of the Company shall be held at the place where the Company has its head office, or in its adjoining location, or within the wards of Tokyo.
Article 13. An ordinary general meeting of shareholders shall be convened every June and extraordinary general meetings of shareholders shall be convened whenever need arises.
(Deleted)

Chapter Ⅳ
Directors and the Board of Directors

Chapter Ⅳ
Directors and the Board of Directors

(Chairman and Convening of the Meetings of the Board of Directors) (Chairman and Convening of the Meetings of the Board of Directors)
Article 24. A meeting of the Board of Directors shall be convened by Representative Director, by whom the chairmanship shall be assumed. In case more than one person are elected as the Representative Director then it may be convened by Representative Director in the order previously determined by the Board of Directors, and the office of the Representative Director is vacant or he/she is unable to act, then it may be convened by another Director in the order previously determined by the Board of Directors.
Notice of a meeting of the Board of Directors shall be dispatched to each Director and each Corporate Auditor not later than three (3) days prior to the date set for the meeting.
Provided, however, that in case of emergency, such period may be shortened.
Article 24. A meeting of the Board of Directors shall be convened by Representative Director, by whom the chairmanship shall be assumed. In case more than one person are elected as the Representative Director then it may be convened by Representative Director in the order previously determined by the Board of Directors, and the office of the Representative Director is vacant or he/she is unable to act, then it may be convened by another Director in the order previously determined by the Board of Directors.
Notice of a meeting of the Board of Directors shall be dispatched to each Director and each Corporate Auditor by three (3) days prior to the date set for the meeting; provided, however, that in case of emergency, such period may be shortened.

Chapter Ⅴ
Corporate Auditors and the Board of Corporate Auditors

Chapter Ⅴ
Corporate Auditors and the Board of Corporate Auditors

(Convening of the Meetings of the Board of Corporate Auditors) (Convening of the Meetings of the Board of Corporate Auditors)
Article 34. Notice of a meeting of the Board of Corporate Auditors shall be given to each Corporate Auditor not later than three (3) days prior to the date set for the meeting.
Provided, however, that in case of emergency, such period may be shortened.
Article 34. Notice of a meeting of the Board of Corporate Auditors shall be given to each Corporate Auditor by three (3) days prior to the date set for the meeting; provided, however, that in case of emergency, such period may be shortened.
Company Name: Minebea Co., Ltd.
Representative: Yoshihisa Kainuma
Representative Director,
President and Chief Executive Officer
(Code No. 6479, TSE Div. No.1)
Contact: Yasunari Kuwano
General Manager
Corporate Communications Office
Tel: +81-(0)3-5434-8637
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.

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