Partial Changes in the Articles of Incorporation
SoftBank Corp.
SoftBank Corp. (“the Company”) announces that its Board of Directors resolved on May 20, 2013 to submit a request for approval for “Partial Changes in the Articles of Incorporation” to the 33rd Annual General Meeting of Shareholders of the Company scheduled to be held on June 21, 2013. The content and other outline of the changes are as follows.
1. Reasons for the changes
- To change the English style of the corporate name (written in all capitals: SOFTBANK) into that of the corporate logo (SoftBank) taking advantage of the wider recognition of the logo.
- To realign the purposes of the Company and its subsidiaries in accordance with the current status of the business, and to change the business purposes to help business expansion and the like. Also, in order to realign/delete provisions and amend the wording in general.
- To make necessary changes with respect to matters regarding the composition of Directors with specific titles to enhance timely and speedy management decisions and more flexible management structure.
- To make other necessary alterations, amendments, etc. to the clauses and language of the provisions.
2. Content of the changes in the Articles of Incorporation
| Existing Articles of Incorporation | Proposed change |
|---|---|
| (CORPORATE NAME) ARTICLE 1. The Company shall be called “SOFTBANK KABUSHIKI KAISHA” and referred to as “SOFTBANK CORP.” in English. | (CORPORATE NAME) ARTICLE 1. The Company shall be called “SOFTBANK KABUSHIKI KAISHA” and referred to as “SoftBank Corp.” in English. |
| (PURPOSES) ARTICLE 2. The purposes of the Company shall be to control and manage the business activities of companies which perform the following business activities and foreign companies which perform business activities corresponding to the following by acquiring and owning shares or equity of such companies: 1. development, design, manufacturing, sale and import and export of computers, external attachments and peripheral devices, and software thereof; 2. planning, creation and sale of books, magazines and other printed publication materials; 3. development, design, manufacturing and sale of software and hardware related to telecommunication equipment and network equipment; 4. collection, processing and sale of information generated by telecommunication systems; 5. processing of computer-generated information; 6. development, design, manufacturing and sale of large-scale integrated circuits; 7. offering of services related to the use of computers, external attachments and peripheral devices, and software thereof and offering of consultation services; 8. undertaking of sales promotional services for computers, external attachments and peripheral devices and software thereof; 9. development of, design of, manufacturing of, sale of, leasing services for, rental services for and maintenance of computer systems; 10. corporate management consultation services managed by computer; 11. non-life insurance agency services; 12. investment and management of securities; 13. acting as processing agent of various discounted coupons; 14. business of dispatching of general and specified workers; 15. planning, creation and operation of various events and functions; 16. advertisement agency business; 17. information provider business; 18. securities business; 19. finance business; 20. undertaking of broadcasting business in accordance with the Broadcast Law; 21. acting as bookkeeping agent, and acting as contractor providing services for cost computation, preparation of accounting books and accounting-related services; 22. maintenance and operation of distribution center, and collection and processing of information regarding distribution; 23. land and sea transportation business and undertaking of such; 24. acquisition and maintenance/operation of copyright, neighboring rights, design rights, trademark rights and industrial property rights; 25. charged recruiting business; 26. intermediary services for foreign exchange transactions; 27. telecommunication business in accordance with the Telecommunication Business Law; 28. brokerage and intermediary services for transfer of business operations, acquisition and sale of assets, capital participation, business affiliation and merger; 29. consultation services for business management in general; 30. operation and maintenance of properties of investment partnerships; 31. offering, sale and handling of interests in investment partnerships; 32. granting of credit including providing of loan, guarantee and acquisition of debt, and brokerage and intermediary services therefor; 33. acquisition and sale of and intermediary services for real estate, and maintenance of real estate; 34. investment advisory business; 35. management and maintenance of facilities for sport, accommodation, medical services and social education, management of restaurants and travel business; 36. running of cultural and sport events, and brokerage and intermediary services therefor; 37. planning, creation and organising, producing, undertaking and operating various meetings, exhibitions and events; 38. distribution services of contents such as images, sounds and data via various kinds of media; 39. providing information and commercial trade using the Internet and undertaking such actions on behalf of others; 40. acquisition and sale business of antiques and secondhand items; and 41. business concerning power generation involving renewable energy, and its operation and management as well as supply, sales, etc. of electricity. 2. The Company may conduct any and all other businesses relating to or incidental to the foregoing paragraph. | (PURPOSES) ARTICLE 2. The purposes of the Company shall be to control and manage the business activities of companies and business entities which perform the following business activities in and outside Japan by acquiring and owning shares of such companies or equity of such business entities: 1. telecommunication business in accordance with the Telecommunications Business Law and any other business concerning telecommunication; 2. business concerning development, manufacturing, sale, management and rental of telecommunication equipment, electrical equipment, peripheral devices and external attachments thereof, software and system; 3. business concerning publishing, broadcasting, media and content; 4. business concerning financial instruments; 5. business concerning finance; 6. business concerning solicitation activities, agency services and any other services for non-life and life insurance; 7. business concerning acquisition, sale, rental and maintenance of, and intermediary services for real estate and any other real estate business; 8. business concerning advertisement agency services and any other advertisement business; 9. business concerning medical services, education, culture, sport, travel, restaurant and entertainment; 10. charged recruiting business and worker dispatching business; 11. acquisition of copyright, neighboring rights, industrial property rights, know-how and any other intellectual property rights and business concerning maintenance/operation of such rights; 12. business concerning power generation involving renewable energy, etc. and its operation and management as well as supply, sale, etc. of electricity; 13. business concerning transportation services and warehousing services; 14. business concerning acquisition and sale of antiques and secondhand items and intermediary service for acquisition and sale of such goods; 15. commercial trade and business with respect to each item above using the Internet, etc.; 16. providing services, training and consultation with respect to each item above; and 17. any and all businesses relating to or incidental to each item above. 2. The Company may conduct businesses in each item in the foregoing paragraph and any and all other businesses relating to or incidental to such items. |
| Article 3. through (omitted) Article 22. | Article 3. through (unchanged) Article 22. |
| (DIRECTORS WITH SPECIFIC TITLE) ARTICLE 23. The Company shall, by resolution of the Board of Directors, appoint one (1) Director, President and Chief Executive Officer from among the Directors and the Company may also resolve to appoint Executive Directors and Managing Directors as deemed necessary. | (DIRECTORS WITH SPECIFIC TITLE) ARTICLE 23. The Company shall, by resolution of the Board of Directors, appoint one (1) Director, President and Chief Executive Officer from among the Directors and the Company may also resolve to appoint Directors with specific titles as deemed necessary. |
| (REPRESENTATIVE DIRECTOR) ARTICLE 24. (omitted) 2. In addition to the Director, President and Chief Executive Officer, the Company may by resolution of the Board of Directors appoint a Director to represent the Company from among the Directors with specific titles described in the preceding paragraph. | (REPRESENTATIVE DIRECTOR) ARTICLE 24. (unchanged) 2. In addition to the Director, President and Chief Executive Officer, the Company may by resolution of the Board of Directors appoint a Director to represent the Company from among the Directors. |
| ARTICLE 25. (omitted) | ARTICLE 25. (unchanged) |
| (EXECUTION OF BUSINESS BY DIRECTORS) ARTICLE 26. The Director, President and Chief Executive Officer shall exercise control over the business of the Company and the Executive Directors and Managing Directors shall carry out such business in support of the Director, President and Chief Executive Officer. 2. (omitted) | (EXECUTION OF BUSINESS BY DIRECTORS) ARTICLE 26. The Director, President and Chief Executive Officer shall exercise control over the business of the Company. 2. (unchanged) |
3. Schedule
| Date of Annual General Meeting of Shareholders of the Company deliberating on the changes in the Articles of Incorporation | June 21, 2013 |
|---|---|
| Date of entry into force | June 21, 2013 |
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