May 9, 2006
Notice of Amendment to Articles of Incorporation
Sanken Electric Co., Ltd. ("the Company") announced today that its Board of Directors resolved, in the meeting held today, to propose to its 89th annual general meeting of shareholders scheduled on June 23, 2006 the agenda for vote on the amendment to the Company's Articles of Incorporation. The details are as follows.
||Reasons for the Amendments
The Corporate Law (Law No. 86 of 2005) and the Law Concerning Adjustment and Coordination of Relevant Laws in Association with the Enforcement of the Corporate Law (Law No. 87 of 2005) came into effect on May 1, 2006. The following amendments to the Articles of Incorporation have been proposed in accordance with these laws.
||The addition of Article 4 pursuant to the Article 326, Paragraph 2 of the Corporate Law to define organs established within the Company.
||The addition of Article 7 pursuant to the Article 214 of the Corporate Law to issue share certificates.
||The addition of Article 10 pursuant to the Article 189, Paragraph 2 of the Corporate Law to define the rights shareholders may exercise with respect to less-than-a-full-unit shares.
||The additions of Article 17 pursuant to the Article 94 and Article 133, Paragraph 3 of the Enforcement Regulations of the Corporate Law (Ordinance of the Ministry of Justice No. 12 of 2006) and the Article 161, Paragraph 4 and Article 162, Paragraph 4 of the Corporate Calculation Regulations (Ordinance of the Ministry of Justice No. 13 of 2006) to allow to disclose part or all of the reference documents for the general meeting of shareholders, business reports, non-consolidated and consolidated statutory reports, to shareholders via the Internet in addition to through documents by mail for a defined period.
||The modification of the current Article 16 to the proposed Article 19 pursuant to the Article 310, Paragraph 5 of the Corporate Law and the Article 63, Paragraph 5 of the Enforcement Regulations of the Corporate Law to define the method to identify the proxy and number of proxies.
||The addition of Article 26 pursuant to the Article 370 of the Corporate Law to realize a swift decision making and to allow resolutions deemed to be adopted in a meeting of the board of directors, when all directors agree in writing or by electromagnetic means on the matters to be voted at the board meeting.
||Other necessary alterations, including modifications of wording and quotations in accordance with the Corporate Law, additions or deletions of provisions in the Articles, and changes in expressions and wording of the text of Articles. The numbering of articles will be altered accordingly.
||Details of Amendments of the Articles of Incorporation
The details of the amendments are as attached.
|Date of general meeting of shareholders for the amendment of the Articles of Incorporation: June 23, 2006
Date when the amendments of the Articles of Incorporation will take effect: June 23, 2006.