Press Releases 2006 (The former Furukawa-Sky)

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Announcement Regarding Partial Amendment to the Articles of Incorporation

May 19, 2006

Furukawa-Sky decided at the Board of Directors' meeting held May 19, 2006 to present a supplementary resolution concerning partial amendment to its Articles of Incorporation for approval at the general shareholders meeting to be held June 28, 2006.

1.Reason for Amending the Articles of Incorporation
  1. The following changes will be made pursuant to the enforcement of the Japanese Corporate Law (Law No. 86, 2005) on May 1, 2006:
    1. Introduction of provisions concerning the governing bodies to be established within the Company (Proposed change: Article 4)
    2. Introduction of provisions concerning the issuance of stock certificates (Proposed change: Article 7)
    3. Introduction of provisions concerning the rights of owners of shares constituting less than one unit (Proposed change: Article 10)
    4. Introduction of provisions concerning the adoption of an Internet disclosure system for reference documents related to the general meeting of shareholders and other materials (Proposed change: Article 16)
    5. Revisions necessary for clarifying the number of proxies in the exercise of proxy voting rights at the general shareholders meeting (Proposed change: Article 18)
    6. Establishment of the right of the Board of Directors to pass resolutions in writing or by electronic means to enhance flexibility and efficiency of management decision making
    7. Establishment of the right to conclude limited liability agreements with external Auditors to facilitate the invitation of external Auditors and to ensure that external Auditors will be able to satisfactorily fulfill their expected responsibilities (Proposed change: Article 35)
    8. Apart from these changes, terminology contained in the Commercial Code will be replaced by terminology adopted by the Corporation Law, and articles cited in the Articles of Incorporation will be replaced by relevant articles under the Corporation Law.
  2. Additions will be made to the Purpose of Operations to prepare for future expansion in the Company's business domains. (Proposed change: Article 2)
  3. New provisions will be introduced to enable the acquisition of own shares based on a decision by the Board of Directors to enhance flexibility in executing capital policy. (Proposed change: Article 8)
  4. Other amendments include streamlining of articles, changes in editorial expression, revisions in wording and a change in the number of articles.
2.Content of Changes to the Articles of Incorporation
3.Schedule
  • General shareholders meeting for approving the amendment to the Articles of Incorporation:
    Wednesday, June 28, 2006.
  • Effective date of revisions to the Articles of Incorporation:
    Wednesday, June 28, 2006.