TIDMMBC
RNS Number : 2895N
Mitsubishi Corporation
15 May 2015
(Translation)
Translation of report filed with the Tokyo Stock Exchange on May
15, 2015
Partial Amendment to the Articles of Incorporation
Mitsubishi Corporation has announced that at a regular meeting
of the Board of Directors held on May 15, 2015, a resolution was
passed to submit a motion for seeking the approval of partial
amendment to the Articles of Incorporation to the Ordinary General
Meeting of Shareholders for the fiscal year ended March 31, 2015,
scheduled to be held on June 19, 2015. Details are as follows:
1 Reasons for the Changes
(1) Due to reshaping of the business of Mitsubishi Corporation
such as diversification of earnings models and types of operation,
the Board proposes that the following Paragraph 1 will be added to
Article 2 (Objectives of the Company) of the present Articles of
Incorporation and the current Objectives of the Company will be
updated, restructured and rearranged as Paragraph 2 of Article 2 of
the Articles of Incorporation.
(2) In response to the enactment of "the Act for Partial
Amendment of the Companies Act" (Act No. 90 of 2014), the Board
proposes that Article 25 (Reduction in Liabilities of Directors)
and Article 32 (Reduction in Liabilities of Corporate Auditors) of
the present Articles of Incorporation will be amended to change
Directors and Corporate Auditors with whom Mitsubishi Corporation
may conclude an agreement to limit their liabilities to Mitsubishi
Corporation to Directors excluding those serving as executive
directors, etc. and Corporate Auditors as well as to change the
amount of their total maximum liabilities to be provided in such
agreement to the amount set forth by relevant laws and ordinances.
In order to refer the proposal of the amendments to Article 25 of
the present Articles of Incorporation to the General Meeting of
Shareholders, all necessary consents have already been obtained
from each of the Corporate Auditors.
2 Contents of the Changes
The details of the amendments to Article 2, Article 25, and
Article 32 are shown as underlined in the attachment. As for
Article 2, the underlined parts include addition, change, deletion,
restructure and rearrangement of the Objectives of the Company.
3. Schedule
Date of the Ordinary General Meeting of Shareholders to approve
the amendments to Articles of Incorporation: June 19, 2015
Effective date of the amendments to Articles of Incorporation:
June 19, 2015
(Attachment)
Present Articles of Incorporation Proposed Amendments
----------------------------------------------------------------- -------------------------------------------------------------------
Article II (Objectives Article II (Objectives
of the Company) of the Company)
The Company shall operate The Company shall operate
the following lines of diversified businesses
business: including purchase and
sale, production, manufacturing
and development of products/resources,
as well as financial/logistics
business, new business
(Newly established) development, and providing
various services, in a
broad range of fields
including energy, metals,
machinery, chemicals,
1.-------- Purchase, foodstuffs, consumer goods,
sale and trading of the infrastructure and real
following commodities: property, either through
a.-------- Coal, petroleum, the Company itself, or
gas, and other fuels through other companies
and products processed in which the Company holds
therefrom. shares or interests.
b.-------- Iron, non-ferrous
metals and products processed The lines of business
therefrom, as well as mentioned in the preceding
ores and minerals. paragraph shall include
c.-------- Machinery, the following:
mechanical devices, appliances 1.---------- Business
and instruments (including relating to coal, petroleum,
meters and medical equipment), gas (including high-pressure
vehicles, ships and aircraft gas), and other fuels
as well as parts and and products processed
accessories therefor. therefrom.
d.-------- Food, liquor 2.---------- Business
and other beverages, relating to iron, non-ferrous
oil bearing seeds, oil metals and products processed
and fats, resins, tobacco, therefrom, as well as
salt, and other agricultural, ores and minerals.
marine, forestry, livestock 3.---------- Business
and natural products relating to machinery,
as well as products processed mechanical devices, appliances
therefrom. and instruments (including
e.-------- Fertilizers, meters and medical instrument),
feed-stuffs, and raw vehicles, ships and aircraft
materials therefor. as well as parts and accessories
f.---------- Textiles therefor.
and raw materials therefor. 4.---------- Business
g.-------- Lumber, lumber relating to chemical products,
products as well as cement, cosmetics, drugs (including
glass and other ceramics. medical supplies, quasi-medicines,
h.-------- Chemical products, poisons and drastic medicines,
cosmetics, high pressure gun powder and detonators),
gas and drugs (including fertilizers and raw materials
medical supplies, quasi-drugs, therefor.
poisons, drastic medicines, 5.---------- Business
gun powder and detonators, relating to food, liquor
etc.) and raw materials and other beverages, oil
therefor. bearing seeds, oil and
i.---------- Rubber, fats, resins, salt, agricultural,
hide and leather, pulp, marine, forestry, livestock
paper, and products processed and natural products,
therefrom, as well as feedstuffs, industrial
accessories and general materials and consumer
merchandise. goods as well as products
2.-------- Development, therefrom and raw materials
exploration, production, therefor.
manufacturing, processing, 6.---------- Purchase
waste treatment, recovery and sale, trading, development,
and recycling of the exploration, production,
commodities mentioned and manufacturing and
in the preceding item, processing of products
and forestry, as well relating to the businesses
as contracting therefor. of the preceding items
3.-------- Repair, installation and other products.
and erection, leasing, 7.---------- Power generation
and maintenance of machinery, business and business
mechanical devices, appliances relating to the supply
and instruments, vehicles, of electricity, steam
ships, and aircraft as and other energy sources.
well as parts and accessories 8.---------- Business
therefor. relating to the treatment
4.-------- Acquisition, and supply of water.
development planning, 9.---------- Real property
maintenance and sale business.
of intangible property 10. Construction business
rights such as industrial as well as construction
property rights, copyrights, consultation, surveying,
know-how, various kinds and designing business.
of systems engineering 11.------ Management of
and other software. medical health facilities,
5.-------- Greenhouse commercial facilities
gas emission trading (including lodging facilities,
6.-------- Business relating theaters) and restaurants.
to gathering, processing 12.------ Leasing business.
and supplying information. 13.------ Financial business
7.-------- Telecommunications, such as purchase and sale
broadcasting, advertising of negotiable instruments,
as well as publishing loans, purchase and sale
and printing business. of claims, guaranteeing
8.-------- Management and underwriting of obligations,
of medical health facilities, purchase and sale of foreign
hotels and other lodging exchange, etc.
facilities, sport facilities, 14.------ Business relating
theaters, restaurants to distribution of and
as well as travel business. advice on commodity investment.
9.-------- Business relating 15.------ Non-life insurance
to planning and management business, Non-life insurance
of events. agency, and life insurance
10. Construction business solicitation-related activities.
as well as planning, 16.------ Land, marine
research, surveying, and air transportation
designing and supervising business as well as consigned
of construction works. freight forwarding business.
11.---- Purchase and 17.------ Warehousing
sale, lease and management business.
of real property. 18.------ Business relating
12.---- Power generation to IT and information.
business and business 19.------ Telecommunications,
relating to the supply broadcasting, advertising
of electricity, steam as well as publishing
and other energy sources. and printing business.
13.---- Business relating 20.------ Temporary personnel
to the treatment and placement service.
supply of water. 21.------ Travel business.
14.---- Financial business 22.------ Waste treatment,
such as purchase and recovery and recycling
sale of negotiable instruments, business as well as purchase
loans, purchase and sale and sale of used commodities.
of claims, guaranteeing 23.------ Planning and
and underwriting of obligations, consulting business.
and purchase and sale 24.------ Agent, broker
of foreign exchange, and wholesaler of the
etc. preceding items.
15.---- Business relating 25.------ All other undertakings
to distribution of and in connection with those
advice on commodity investment. lines of business mentioned
16.---- Temporary personnel in the preceding items.
placement service.
17.---- Purchase and
sale of used commodities.
18.---- Warehousing business.
19.---- Land, marine
and air transportation
and forwarding business.
20.---- Agent, broker
and wholesaler of the
preceding items.
21.---- Non-life insurance
business, Non-life insurance
agency, insurance agency
under the Automobile
Liability Security Law
in Japan and life insurance
solicitation-related
activities.
22.---- Consulting in
respect of preceding ------------------------------------------------------------------
items.
23.---- All undertakings Article XXV(Reduction
in connection with those in Liabilities of Directors)
lines of business mentioned The Company may exempt
in the preceding items. Directors from their liabilities
to the extent permitted
--------------------------------------------------------------- by relevant laws and ordinances,
pursuant to a resolution
Article XXV (Reduction by the Board of Directors
in Liabilities of Directors) (refers to a resolution
The Company may exempt based on the Companies
Directors from their Act, Article 426, Paragraph
liabilities to the extent 1).
permitted by law and The Company may conclude
ordinances, pursuant an agreement with its
to a resolution by the Directors (excluding those
Board of Directors (refers serving as executive directors,
to a resolution based etc.) limiting their liabilities
on the Companies Act, to the amount prescribed
Article 426, Paragraph by relevant laws or ordinances
1). (refers to an agreement
The Company may conclude based on the Companies
an agreement with its Act, Article 427, Paragraph
external directors on 1).
limiting his or her liabilities
to the higher of the ------------------------------------------------------------------
following two amounts:
a preset sum above 10
million or a sum fixed Article XXXII (Reduction
by laws or ordinances in Liabilities of Corporate
(refers to an agreement Auditors)
based on the Companies The Company may exempt
Act, Article 427, Paragraph its Corporate Auditors
1). from their liabilities
within the limit of laws
--------------------------------------------------------------- and ordinances based on
a resolution of the Board
of Directors (refers to
Article XXXII (Reduction a resolution pursuant
in Liabilities of Corporate to the Companies Act,
Auditors) Article 426, Paragraph
The Company may exempt 1).
its Corporate Auditors The Company may conclude
from their liabilities an agreement with its
within the limit of laws Corporate Auditors limiting
and ordinances based their liabilities to the
on a resolution of the amount prescribed by relevant
Board of Directors (refers laws or ordinances (refers
to a resolution pursuant to an agreement based
to the Companies Act, on the Companies Act,
Article 426, Paragraph Article 427, Paragraph
1). 1).
The Company may conclude
an agreement with its
External Auditor on limiting
his or her liabilities
to the higher of the
following two amounts:
a preset sum above 10
million or a sum fixed
by laws or ordinances
(refer to an agreement
based on the Companies
Act, Article 427, Paragraph
1).
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This information is provided by RNS
The company news service from the London Stock Exchange
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