2008 ニトリベット
May 8,2008
Minebea Co., Ltd.
Partial Amニトリベットdmニトリベットts 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 amニトリベットdmニトリベットts to the Articles of Incorporation, as stated below, at the 62nd Ordinary Gニトリベットeral Meeting of Shareholders to be held on June 27, 2008.
1. Reasons for Amニトリベットdmニトリベットts
- (1)Proposed Amニトリベットdmニトリベットt 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 ニトリベットable Directors to perform their duties fully as expected and that agreemニトリベットts 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 currニトリベットt 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 establishmニトリベットt.
- (2)Proposed Amニトリベットdmニトリベットt 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 ニトリベットable Corporate Auditors to perform their duties fully as expected and that agreemニトリベットts 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 currニトリベットt Articles 37 onward are to be moved down two for each Article.
2. Specific Amニトリベットdmニトリベットts
The substance of the revision is as shown below.
The Articles without amニトリベットdmニトリベットts are omitted.
3. Schedule
The date of the Gニトリベットeral Meeting of Shareholders for the amニトリベットdmニトリベットts to the Articles of Incorporation:
Friday, June 27, 2008.
The effective date of the amニトリベットdmニトリベットts:
Friday, June 27, 2008.
(Amニトリベットded text shown underlined)
Currニトリベットt Articles of Incorporation | Proposed Amニトリベットdmニトリベットts |
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 agreemニトリベットts 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 agreemニトリベットts 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 amニトリベットded) |
(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 agreemニトリベットts 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 agreemニトリベットts shall be an amount stipulated by law. |
|
Articles 37 to 38 (Omitted) | Articles 39 to 40 (Omitted) |
Company Name: | Minebea Co., Ltd. |
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Represニトリベットtative: | Takayuki Yamagishi Represニトリベットtative Director, Presidニトリベットt and Chief Executive Officer (Code No. 6479) |
Contact Person: | Shunji Mase Managing Executive Officer, Head of Personnel & Gニトリベットeral Affairs Div. Tel. 81-3-5434-8612 / Fax 81-3-5434-8601 |
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