Announcement Concerning Partial Changes in the Articles of Incorporation
SOFTBANK CORP. (hereinafter “SOFTBANK”) announces that its board of directors passed a resolution today to submit a request for approval of “Partial Changes in the Articles of Incorporation” to the 29th Annual General Meeting of Shareholders of SOFTBANK scheduled to be held on June 24, 2009.
1. Reasons for the changes
In accordance with the enforcement of the ‘Law for Partial Amendments to the Law Concerning Book-entry Transfer of Corporate Bonds and Other Securities for the Purpose of Streamlining the Settlement for Trade of Stocks and Other Securities’ (Law No. 88 of 2004, hereinafter ‘Streamlining Settlement Law’), partial amendments shall be made to the Articles of Incorporation.
The Company will delete Articles 6 of the Articles of Incorporation (Issue of Share Certificates) and also make necessary deletions and amendments to the language of the provisions relating to share certificates as it was deemed that the partial change in the Articles of Incorporation concerning abolishment of the provision relating to the issue of share certificates was resolved on January 5, 2009, the date of enforcement of the dematerialization of share certificates in accordance with Article 6, Supplementary Provisions of Streamlining Settlement Law.
In accordance with the abolishment of ‘Act on Custody and Transfer of Share Certificate, etc.’, the Company will make necessary deletions and amendments to the clauses and language of the provisions relating to beneficial shareholders and the register of beneficial shareholders.
The Company will establish provisions necessary for provisional measures relating to the register of lost share certificates as Supplementary Provisions as it is stipulated that the register of lost share certificates shall be prepared and kept for a year reckon from the next day of the enforcement day of Streamlining Settlement Law.
Other necessary deletions, amendments, etc. to the clauses and language of the provisions shall be made.
2. Schedule
| Date of Annual General Meeting of Shareholders of SOFTBANK deliberating on the changes in the Articles of Incorporation | June 24, 2009 |
|---|---|
| Date of entry into force | June 24, 2009 |
3. Content of the changes
The details are as follows.
| Existing Articles of Incorporation | Proposed changes |
|---|---|
| (Issue of Share Certificates) Article 6 The Company shall issue share certificates for its shares. | [Deleted] |
| (Acquisition of Company's Own Shares) Article 7 [Omitted] | (Acquisition of Company's Own Shares) Article 6 [Unchanged] |
| (Number of Shares Constituting One Trading Unit and Non-Issuance of Share Certificates Constituting Less Than One Trading Unit) Article 8 [Omitted] 2 Notwithstanding the provisions of Article 6, the Company shall not issue share certificates representing shares constituting less than one trading unit, unless otherwise set forth in the Share Handling Regulations. | (Number of Shares Constituting One Trading Unit and Non-Issuance of Share Certificates Constituting Less Than One Trading Unit) Article 7 [Unchanged] [Deleted] |
| (Rights of Shareholders Holding Shares/ Constituting Less Than One Trading Unit) Article 9 The shareholders of the Company (including beneficial shareholders; hereinafter the same) shall not exercise rights other than those described below with respect to their shareholdings constituting less than one trading unit. 1 [Omitted] 2 [Omitted] 3 [Omitted] | (Rights of Shareholders Holding Shares/ Constituting Less Than One Trading Unit) Article 8 The shareholders of the Company shall not exercise rights other than those described below with respect to their shareholdings constituting less than one trading unit. 1. [Unchanged] 2. [Unchanged] 3. [Unchanged] |
| (Manager of Register of Shareholders) Article 10 [Omitted] (2) [Omitted] (3) The preparation and keeping of the register of shareholders (including the register of beneficial shareholders; hereinafter the same), the original register of stock option rights and the register of lost share certificates of the Company and other business pertaining to the register of shareholders, the original register of stock option rights and the register of lost share certificates shall be handled by the manager of the register of shareholders on consignment and not by the Company. | (Manager of Register of Shareholders) Article 9 [Unchanged] (2) [Unchanged] (3) The preparation and keeping of the register of shareholders, the original register of stock option rights of the Company and other business pertaining to the register of shareholders, and the original register of stock option rights shall be handled by the manager of the register of shareholders on consignment and not by the Company. |
| Article 11 - Article 45 [Omitted] | Article 10 - Article 44 [Unchanged] |
| [Newly Added] | Supplementary Provisions Article 1 The preparation and keeping of the register of lost share certificates and other business pertaining to the register of lost share certificates shall be entrusted to the manager of register of shareholders and not handled by the Company. |
| [Newly Added] | Article 2 The provision of the preceding Article and this Article shall remain in effect until January 5, 2010, and shall be deleted as of January 6, 2010. |
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