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May 17, 2006
Partial Amendment to Articles of Incorporation
Fukuoka, May 17, 2006 - Sanix Incorporated (Ticker: 4651, TSE/OSE/FSE, President & CEO: Shin-ichi Munemasa) decided at a meeting of its Board of Directors on May 17, 2006 to amend a part of Articles of Incorporation as set out below. The partial amendment to Articles of Incorporation is subject to the approval of the Annual Shareholders’ Meeting to be held on June 29, 2006.
1. Reason for Amendments
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Addition of business purpose |
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Processing, and sale of agricultural products and livestock products, and manufacture, sale, etc. of feeds and fertilizers will be added to the business purposes in the Articles of Incorporation to promote recycling of wasted materials into agricultural products and livestock products. |
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Upon applying the “Corporate Law” (Law No. 86 of 2005), the “Enforcement Regulations of the Law” (Ordinance of the Ministry of Justice No.12 of 2006) and the “Calculation Regulations” (Ordinance of the Ministry of Justice No.13 of 2006) taking effect on May 1, 2006, the necessary amendments are made as follows: |
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(i) |
New articles (Article 20 “Establishment of the Board of Directors”, Article 32 “Appointment of Corporate Auditors and Establishment of the Board of Corporate Auditors” and Article 42 “Appointment of Independent Auditing Firm”) will be added to set forth organizations maintained by the Company in accordance with the provision of Article 326, Paragraph 2 of the Company Law. |
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(ii) |
A new article, Article 8 “Issuance of Share Certificates”, will be added to set forth that the Company shall issue share certificates, in accordance with the provision of Article 214 of the Company Law. |
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(iii) |
A new article, Article 10 “Shareholders’ Rights of Shares Constituting Less than One Voting Unit”, will be added to limit the rights granted to shareholders having shares less than a trading unit to a reasonable range, in accordance with the provision in Article 189, Paragraph 2 of the Company Law. |
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(iv) |
A new article, Article 16 “Internet Disclosure and Deemed Provision of Reference Documents for Shareholders’ Meeting, Etc.”, will be added, in accordance with the Regulations for Enforcement of the Company Law and the Regulations for Corporate Accounting, so that part of reference documents for the general meeting may be disclosed on the website of the Company and such disclosure shall be deemed proper disclosure to shareholders, which will also contribute to the cost reduction for the Company. |
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(v) |
A new article, Article 28 “Omission of Resolutions of the Board of Directors”, will be added, in accordance with the provision of Article 370 of the Company Law, so that a resolution of the board of directors may be adopted flexibly by writing or electromagnetic media as needed without having a meeting. |
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(vi) |
The reference to Articles in the Company Law will be modified in response to the revision of the Company Law. |
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(vii) |
The wording of quotations from the former Commercial Code will be modified to quotations from the Company Law. Certain expressions and wordings in the text of Articles of Incorporation will be also changed in response to this modification. |
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(viii) |
The numbering of articles will be changed in accordance with these additions and modifications. |
2. Substance of Amendments
The substance of amendments
For more information, please contact:
Kozo Inoue, Managing Director
E-mail: k-inoue@sanix.co.jp |