Exhibit 4.7
(English Translation)
Joint Venture Agreement
Konami Corporation (hereinafter referred to as "Konami") and Internet
Initiative Japan Inc. (hereinafter referred to as "IIJ") wish to establish
jointly a company who operates the Internet portal sites and to achieve results
of cooperation between the parties in the field of consumer services and
designing and production of contents by Konami and in the filed of technical
assistance regarding system integration and operation of network system by IIJ,
by taking a role respectively. NOW, THEREFORE, both parties hereby agree, in
respect with Konami and IIJ being shareholders of the new company, as follows:
Article 1. (Incorporation Procedures)
1. Konami and IIJ shall incorporate Kabushiki Kaisha Internet Revolution as a
Japanese stock corporation (hereinafter referred to as the "New Company") on
February 1, 2006. Konami shall take all responsibilities for prior procedures,
acquisition of approval and license, etc., necessary for incorporation.
2. The New Company shall bear and pay all the cost and expense which were
necessarily incurred for incorporation (including fees of attorney and judicial
scrivener, registration license tax); provided, however, that Konami shall
advance such fee until the New Company commences its business.
3. Konami and IIJ shall make the New Company to submit a consent letter to this
Agreement to the parties after the New Company is incorporated.
Article 2. (Articles of Incorporation)
The Articles of Incorporation of the New Company shall be set forth as in
Exhibit 1.
Article 3. (Amount of the Capital at the Time of Incorporation)
The amount of the capital shall be 1,250 million yen and the amount of the
capital reserve shall be 1,250 million yen at the time of incorporation.
Article 4. (Shares)
The total number of shares to be issued by the New Company at the time of
incorporation shall be 25,000 shares and Konami subscribes for 17,500 shares and
IIJ subscribes for 7,500 shares.
Article 5. (Accounting)
1. The fiscal year of the New Company shall commence on April 1 of each year and
end on March 31 of the following year.
2. The accounting auditor of the New Company shall be KPMG AZSA & Co. and, in
the case of changing the accounting auditor, Konami and IIJ shall consult with
each other and determine.
Article 6. (Directors)
1. The number of directors of the New Company shall be five.
2. Konami will nominate three directors of the New Company and IIJ will nominate
two directors of the New Company.
3. Konami and IIJ may request dismissal of the directors nominated by itself at
its own discretion and the other party will not object to such request.
4. Konami and IIJ may nominate substitution for any of the directors of the New
Company nominated by itself who is no more a director for the reason of resign,
retirement, death, dismissal or any other reason.
5. Konami and IIJ shall cooperate and vote each shares at the shareholders'
meetings of the New Company in order to appoint or dismiss directors in
accordance with the clause 2, 3 and 4.
6. In case that the shareholding ratio of each party is changed, the party who
holds the majority shares may nominate three Directors.
7. The New Company shall pay remuneration to each director within the reasonable
limits of amount as determined through the resolutions of the Board of
Directors' Meetings and shall not pay retirement allowances.
Article 7. (Statutory Auditors)
1. The number of statutory auditors of the New Company shall be three.
2. Konami shall nominate one full-time statutory auditor and one part-time
statutory auditor of the New Company and IIJ shall appoint one part-time
statutory auditor of the New Company.
3. Konami and IIJ may submit dismissal of the statutory auditors nominated by
itself at its own discretion and the other party will not object to such
dismissal.
4. Konami and IIJ may nominate substitution for any of the statutory auditors of
the New Company nominated by itself who is no more a statutory auditor for the
reason of resign, retirement, death, dismissal or any other reason.
5. Konami and IIJ shall cooperate and vote each shares at the shareholders'
meetings of the New Company in order to appoint or dismiss statutory auditors in
accordance with the sub-clause 2, 3 and 4.
6. In case that the shareholding ratio of each party is changed, the party who
holds the majority shares may nominate two Directors.
7. The New Company shall pay remuneration to each statutory auditor within the
reasonable limits of amount as determined through the resolutions of the Board
of Directors' Meetings and shall not pay retirement allowances.
Article 8. (Personnel Matters)
1. Konami shall transfer employment of its eighteen employees (excluding
directors and statutory auditors) to the New Company as employees of the New
Company and IIJ shall have its ten employees (excluding directors and statutory
auditors) on loan to the New Company as employees of the New Company at the time
of incorporation; provided, however, that Konami and IIJ acknowledge that the
number of employees set forth in this clause may be increased or decreased
within the reasonable limit until the incorporation of the New Company after
this Agreement is entered.
2. The conditions of employment of Konami shall apply mutatis mutandis to the
conditions of employment of the New Company.
Article 9. (Matters to be Resolved by the Unanimous Votes at the Board of
Directors)
The following matters shall be resolved by the unanimous votes at the
Board of Directors of the New Company;
i. Amendment to the standards for matters requiring resolution at a meeting
of the Board of Directors and the number of voting rights relating to such
standards in the Regulations of the Board of Directors (the
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Regulations of the Board of Directors originally provided for shall be set
forth in Exhibit 2 attached hereto); and
ii. Withdraw from the business as a whole or principal business of the New
Company, assignment of the business of the New Company as a whole or an
important part thereof and dissolution of the New Company.
Article 10. (Obligations of the New Company)
The New Company shall perform the following matters for Konami and IIJ;
i. to submit the financial statement reporting of each quarter in accordance
with U.S.GAAP within each period which Konami and IIJ designate
respectively; and
ii. to respond to the request such as reporting, auditing etc., in case that
Konami or IIJ requests to the New Company without a delay in accordance
with any applicable laws to Konami or IIJ, including the Commercial Code
of Japan, Securities Exchange Law of Japan, Securities Exchange Act, the
Public Company Accounting Reform and Investor Protection Act of 2002.
Article 11. (Operation Plans and Financing)
1. Konami and IIJ acknowledges in advance that both parties shall provide
funding not more than 300 million yen to the New Company from November 1, 2006
until April 30, 2007 for capital investment and operating capital required in
accordance with the operation plan of the New Company agreed by both parties at
the time of conclusion of this Agreement (hereinafter referred to as "the
Operation Plan of the New Company"). The ratio of the amount to be borne by each
party shall be in accordance with the respective shareholding ratios of such
party and the method of funding, such as issuance of new shares, loan or any
other appropriate ones, shall be agreed separately between Konami and IIJ.
2. Konami and IIJ shall cooperate and vote each shares at the Meetings of
Directors and the shareholders' meetings (if applicable) of the New Company in
order that such method of funding agreed between both parties in accordance with
the preceding clause should be approved.
3. In case that the Operation Plan of the New Company is changed in accordance
with the agreement between Konami and IIJ, Konami and IIJ shall not be prevented
from changing the time and amount of the funding set forth in the preceding
clause.
Article 12. (Public Announcement)
In case that Konami, IIJ or the New Company will make transmission of
information, press release etc., upon the commencement of the operation of the
New Company, such three parties shall agree the content and the time in advance.
In such cases, the directors of the respective Konami, IIJ and the New Company
shall cooperate and make such an announcement.
Article 13. (The Items to be Accepted in Advance by Konami and IIJ)
1. The New Company shall obtain prior written acceptance by Konami and IIJ in
case that the New Company shall determine the items which brings amendment to
the current and future capital structure of the New Company, such as issuance of
new shares, issuance of share acquisition rights.
2. In case that the New Company will issue shares, share acquisition rights,
bonds with share acquisition rights etc. (hereinafter referred to as the
"Shares") in accordance with the acceptance by Konami and IIJ as set forth in
the preceding clause, Konami and IIJ shall subscribe for the Shares in
proportion to the respective
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shareholding ratios of each party before such issuance of the Shares unless
otherwise agreed in written. Notwithstanding the acceptance in accordance with
the preceding clause, in case that Konami or IIJ will not subscribe for the
Shares in proportion to the respective shareholding or complete the payment by
the share payment date which the New Company designates, the New Company may
assume that such party waived the right to subscribe the Shares and the New
Company may request the other party to subscribe for the Shares.
Article 14. (Consultation)
If the New Company fails in respect to one of the following conditions,
Konami and IIJ shall consult with each other on continuance of the operation,
amendment to the ratios of shareholding, additional investment of the New
Company:
i. in case that it is revealed that the amount more than the amount of funds
planned to be necessary at the beginning (2,800 million yen) is necessary
as the funds; or
ii. it is reveled that substantial change is necessary to the operating plan
of the New Company;
Article 15. (Transfer of Shares)
1. Konami and IIJ shall continue to hold the shares of the New Company while
this Agreement remains in effect and shall not assign, gift, pledge, mortgage
such shares unless otherwise agreed between both parties.
2. In case that the other party fails in respect to one of the conditions set
forth in Article 17. iv, v, or vi, Konami or IIJ may obtain first rights to
purchase all the shares of the New Company which the other party obtains upon
prior written notice to the other party within thirty days from the time of such
failure. The purchase price of the shares in this case shall be calculated in
accordance with the measures which both parties assume as reasonable.
Article 16. (Liquidation)
In case that the New Company enters into liquidation, IIJ and Konami shall
receive a liquidation distribution in proportion to the respective shareholding
ratios of each party at the time of liquidation.
Article 17. (Termination of this Agreement)
This Agreement shall remain in full force until one of the following cases
occurs;
i. in case that Konami and IIJ agree on termination of this Agreement with
each other in written;
ii. in case that the number of respective voting right to the New Company
which Konami or IIJ owns becomes less than twenty percent;
iii. in case that the New Company has made a resolution on new listing on
securities markets;
iv. in case that Konami or IIJ has made a resolution on dissolution;
v. in case that Konami or IIJ fails into payment suspension or insolvency, or
files by itself or by a third party of a commencement of the proceedings
of bankruptcy, civil rehabilitation, company liquidation, special
liquidation or corporate reorganization; or
vi. in case that, if Konami or IIJ violates this Agreement, the non-violating
party declares an intention to terminate this Agreement in written notice
for the reason that such failure remains uncorrect more than sixty days
from such receipt, notwithstanding the receipt of written notice from the
non-violating party informing such failure and correction.
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Article 18. (Confidentiality)
1. Konami and IIJ shall keep secret and confidential technology, information,
data, know-how, etc. disclosed by the other party by clearly expressing as
confidential (hereinafter referred to as "Confidential Information") and shall
not disclose Confidential Information to any third party, unless otherwise
required by law or order of court proceedings during three years from the time
of such disclosure (provided, however, that the preceding limit of
confidentiality period shall not be applicable for Confidential Information in
relation to the customer of the disclosing party and personal information).
Konami and IIJ acknowledge in advance that the other party may disclose the fact
and the contents of this Agreement in public in accordance with the provisions
of the relative securities exchange laws of Japan and U.S.
2. The term "Confidential Information" shall not include any such information
obtained from the other party or the New Company which was already or becomes
publicly known through no wrongful act, was in the possession of the other party
at the time of the disclosure or is rightfully received from a third party.
3. The obligation set forth in this article shall survive the termination of
this Agreement for any reason.
Article 19. (Governing Law)
This Agreement shall be governed by and construed in accordance with the
laws of Japan.
Article 20. (Jurisdiction)
The original and non-exclusive jurisdiction shall be the Tokyo District
Court.
Article 21. (No Assignment)
Neither Konami nor IIJ may assign its rights or obligation under this
Agreement or transfer or pledge this Agreement without prior written consent of
the other party.
IN WITNESS WHEREOF, this Agreement has been executed in duplicate, one each of
which shall be retained by each party after the printing of its name and the
impression of its seal.
January 19, 2006
Konami: Konami Corporation
0-0-0, Xxxxxxxxxx, Xxxxxxx-xx, Xxxxx, Xxxxx
Kagemasa Kozuki
Representative Director
IIJ: Internet Initiative Japan Inc.
000, Xxxxx Xxxxx-xxx 0-xxxxx
Xxxxxxx-xx, Xxxxx
Xxxxxx Xxxxxx
Representative Director
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(English Translation)
Exhibit 1
ARTICLES OF INCORPORATION
Executed on January 19, 2006
Notarized on
Incorporated on
CHAPTER I. GENERAL PROVISIONS
Article 1. (Corporate Name)
The Company shall be called Kabushiki Kaisha Internet Revolution, which
shall be expressed in English as Internet Revolution Inc.
Article 2. (Objects)
The objects of the Company shall be to engage in the following categories
of business:
(1) Planning, development, designing, manufacturing, sales, lease, export and
import of or for computers, peripherals, relative devices and computer
software;
(2) Sales, lease of and agency for mobile telephones and mobile
telecommunication equipment;
(3) Management business of computer networks;
(4) Planning, design, production, editing of Internet content and website;
(5) Agency for obtaining Internet domain names;
(6) Internet connectivity services business;
(7) Operation of Internet online shopping mall;
(8) Agency for operation and introduction of Internet online settlement
system;
(9) Planning, production, sales, export and import of master copies of CDs,
DVDs, music tapes, videos, game devices, software;
(10) Collection, distribution, processing and sales of information, graphical
content, music and sales of the relative device and equipment on
telecommunication system;
(11) Information processing service and information provision service business;
(12) Planning, production, operation of advertising, promotion, event and
advertising agency;
(13) Sales of information media for advertising;
(14) Planning, editing, production and sales of printed materials such as books
and magazines and electronic publication;
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(15) Online shopping business;
(16) Various marketing business;
(17) Agency for collection;
(18) Agency for consulting of sales promotion, application acceptance, customer
management;
(19) Issuance and sales of prepaid voucher specified in the relative law;
(20) Management of entertainers, models, artists, athletes and the portrait
rights;
(21) Planning and development of character goods, management, licensing,
assignment of the copyrights, the design patent rights, the trademark
rights of such character goods and agency and representation related to
the foregoing;
(22) Obtaining and management of intellectual property rights and industrial
property rights such as copyrights, neighbouring rights, design patent
rights, trademark rights, etc;
(23) Purchase and sales of secondhand goods;
(24) Sales, processing, export and import of petroleum products and foods;
(25) Manufacturing, processing, export and import of cosmetics, medical
products, quasi-drugs, alcoholic liquors, oils and fats, health appliances
and medical appliances;
(26) Development, manufacturing, processing, export and import of textile
products for clothing, garments, interior products, daily goods, home
electrical appliance, cameras, game machines, sports equipment, toys;
(27) Production of seed and ornamental plant, breeding of pet animals, export
and import of such plant and pet animals and manufacturing, processing,
sales, export and import of gardening goods and pet goods; and
(28) Any and all businesses incidental or related to the foregoing.
Article 3. (Location of Head Office)
The Company shall have its head office in Minato-ku, Tokyo.
Article 4. (Method of Public Notice)
Public notices of the Company shall be given by official gazette.
CHAPTER II. SHARES
Article 5. (Total Number of Shares Authorized to be Issued)
The total number of shares authorized to be issued by the Company shall be
one hundred thousand (100,000) shares.
Article 6. (Restriction on Transfer of Shares)
The transfer of shares of the Company shall be approved by a resolution of
the Board of Directors.
Article 7. (Record Date)
The shareholders entitled to exercise voting rights at the ordinary
general meeting of shareholders of the
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Company relevant to each fiscal year shall be those shareholders with voting
rights who are listed or recorded in the last register of shareholders as of
March 31 of the fiscal year.
2. In addition to the preceding paragraph, whenever necessary, the Company may
fix a record date after giving a public notice according to a resolution of the
Board of Directors.
Article 8. (Nonissuance of Share Certificates)
The Company may suspend to issue share certificates.
CHAPTER III. GENERAL MEETING OF SHAREHOLDERS
Article 9. (Convocation)
An ordinary general meeting of shareholders of the Company shall be held
within three (3) months from the day immediately following the settlement of
accounts of each fiscal year and an extraordinary general meeting of
shareholders may be held from time to time whenever necessary.
2. The shareholders entitled to exercise voting rights shall be those
shareholders with voting rights who are listed or recorded in the last register
of shareholders as of March 31 of the fiscal year at the ordinary general
meeting of shareholders of the Company and who are recorded in the last register
of shareholders as of the date fixed according to the resolution of the Board of
Directors at the extraordinary general meeting of shareholders.
3. A general meeting of shareholders may be at the location of the head office
of the Company.
Article 10. (Convocator and Chairman)
Unless otherwise provided for by law, a general meeting of shareholders
shall be convened and chaired by the Chairman or the President. Should the
Chairman and the President be unable to so act, another director shall act in
his/her place in the order predetermined by the Board of Directors.
Article 11. (Method of Resolution)
Unless otherwise provided for by law or these Articles of Incorporation,
resolutions of a general meeting of shareholders shall be adopted by a majority
vote of shareholders present at the meeting.
Article 12. (Voting by Proxy)
A shareholder may exercise his/her voting right through another
shareholder having voting rights acting as a proxy in a general meeting of
shareholders; provided that the number of his/her proxy shall be one (1) and an
instrument evidencing his/her power as proxy shall be submitted to the Company.
CHAPTER IV. DIRECTORS AND THE BOARD OF DIRECTORS
Article 13. (Number of Directors)
The number of directors of the Company shall be five (5).
Article 14. (Election of Directors)
Directors of the Company shall be elected at a general meeting of
shareholders.
2. A resolution for election of directors of the Company shall be made by a
majority of voting rights of the shareholders present at the meeting where the
shareholders representing one third (1/3) or more of the total number of the
voting rights of all shareholders are present.
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3. Cumulative voting shall not be adopted for such election.
Article 15. (Term of Office of Directors)
The term of office of directors shall expire at the close of the ordinary
general meeting of shareholders held in relation to the last settlement of
accounts within one (1) year following their assumption of office.
2. The term of office of a director elected to increase the number of directors
shall expire at the time when the term of office of the other incumbent
directors shall expire.
3. The term of office of a director elected to fill a vacancy shall expire at
such time as the term of office of his/her predecessor would otherwise expire.
Article 16. (Representative Director and Directors with Specific Titles)
Representative Directors shall be elected by the resolution of the Board
of Directors.
2. The Board of Directors may, by its resolution, select from among its members
one Chairman, one President, several Vice Presidents, several Senior Managing
Directors, several Managing Directors.
Article 17. (Convocation and Chairman of Meetings of the Board of Directors)
Unless otherwise provided for by law, a meeting of the Board of Directors
shall be convened and chaired by the Chairman or the President. Should the
Chairman and the President be unable to so act, another director shall act in
his/her place in the order predetermined by the Board of Directors.
2. The notice of convocation of a meeting of the Board of Directors shall be
given to each director and statutory auditor at least three (3) days prior to
the day set for such meeting; provided, however, that this period may be further
shortened under pressing circumstances.
Article 18. (Regulations of Board of Directors)
Unless otherwise provided for by law or or these Articles of
Incorporation, matters concerning meetings of the Board of Directors shall be
governed by the Regulations of Board of Directors to be prescribed by the Board
of Directors.
Article 19. (Remuneration)
The total amount of remuneration for directors shall be determined in a
general meeting of shareholders.
CHAPTER V. STATUTORY AUDITORS AND THE BOARD OF STATUTORY AUDITORS
Article 20. (Number of Statutory Auditors)
The Company shall have three (3) statutory auditors.
Article 21. (Election of Statutory Auditors)
Statutory auditors of the Company shall be elected at a general meeting of
shareholders.
2. A resolution for election of statutory auditors shall be made by a majority
of voting rights of the shareholders present at the meeting where the
shareholders representing one third (1/3) or more of the total number of the
voting rights of all shareholders are present.
Article 22. (Term of Office of Statutory Auditors)
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The term of office of statutory auditors shall expire at the close of the
ordinary general meeting of shareholders in relation to the last settlement of
accounts within four (4) years following their assumption of office.
2. The term of office of a statutory auditor elected to fill a vacancy shall
expire at such time as the term of office of his/her predecessor would otherwise
expire.
Article 23. (Standing Statutory Auditors)
The Statutory Auditors of the Company shall elect Standing Statutory
Auditors from among themselves.
Article 24. (for Convocation of the Meeting of the Board of Statutory Auditors)
A notice of the convocation of a meeting of the Board of Statutory
Auditors shall be given to each statutory auditor at least three (3) days prior
to the date set for such meeting; provided, however, that such period may be
shortened under pressing circumstances.
Article 25 (Regulations of the Board of Statutory Auditors)
Unless otherwise provided for by law or these Articles of Incorporation,
matters concerning meetings of the Board of Statutory Auditors shall be governed
by the Regulations of Board of Statutory Auditors to be prescribed by the Board
of Statutory Auditors.
Article 26. (Remuneration)
The total amount of remuneration for statutory auditors shall be
determined in a general meeting of shareholders.
CHAPTER VI. ACCOUNTING
Article 27. (Fiscal Year)
The fiscal year of the Company shall commence on April 1 of each year and
end on March 31 of the following year and the last day of the fiscal year shall
be the closing date of its accounts.
Article 28. (Dividends and Interim Dividends)
Dividends shall be paid to the shareholders or pledgees who are listed or
recorded in the last register of shareholders as of the closing date of each
account of the Company.
2. The Company may, by resolution of the Board of Directors, pay interim
dividends to shareholders or pledgees listed or recorded in the last register of
shareholders as of September 30 in each year.
Article 29. (Prescription Period)
In case dividends or interim dividends remain unreceived for three (3)
full years after the first date of payment, the Company shall be relieved from
the obligation to make payment thereof.
CHAPTER VII. SUPPLEMENTARY PROVISIONS
Article 30. (Number of Shares to be issued at the time of Incorporation)
The number of shares to be issued at the time of incorporation shall be
twenty-five thousand (25,000) common shares and the par value of a share shall
be one hundred thousand (100,000) Yen; provided, however, that the amount not to
be incorporated into capital out of the total paid value of new shares shall be
fifty thousand
10
(50,000) Yen per share.
Article 31. (First Fiscal Year)
The first fiscal year of the Company shall commence on the date of
incorporation and end on March 31, 2006.
Article 32. (Term of Office of the First Directors and the First Statutory
Auditors)
The term of office of the first directors and the first statutory auditors
of the Company shall expire at the close of the ordinary general meeting of
shareholders held in relation to the last settlement of accounts within one (1)
year following their assumption of office.
Article 33. (First Directors and First Statutory Auditors)
The first directors and the first statutory auditors of the Company shall
be as follows;
Directors: Xxxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxx, Xxxxx Xxxxx, Xxxxxxx
Xxxxxxxxx, Hideshi Hojo
Statutory auditors: Sigeru Masuko, Xxxxxxxx Xxxxxxx, Xxxxxxx Xxxxx
Article 34. (Name, Address of Incorporators and Number of Shares to be
Subscribed)
The name and address of the incorporators and the number of shares to be
subscribed by the incorporators shall be as follows;
Konami Corporation
0-0-0, Xxxxxxxxxx, Xxxxxxx-xx, Xxxxx
seventeen thousand and five hundred (17,500) common shares
Internet Initiative Japan Inc.
0-000, Xxxxx Xxxxx-xxx, Xxxxxxx-xx, Xxxxx
seven thousand and five hundred (7,500) common shares
Article 35. (Application of Laws)
Matters not specifically provided for in these Articles of Incorporation
shall be determined in conformity with the Commercial Code and other laws.
The incorporators hereto have caused these Articles of Incorporation to be duly
executed and delivered as of the date written below by their duly authorized
representatives for the purpose to establish Internet Revolution Inc.
Dated this 19th day of January, 2006.
Kagemasa Kozuki
Representative Director
Konami Corporation
0-0-0, Xxxxxxxxxx, Xxxxxxx-xx, Xxxxx, Xxxxx
Xxxxxx Xxxxxx
Representative Director
INTERNET INITIATIVE JAPAN INC.
0-000, Xxxxx Xxxxx-xxx, Xxxxxxx-xx, Xxxxx, Xxxxx
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(English Translation)
Exhibit 2
REGULATIONS OF THE BOARD OF DIRECTORS
CHAPTER 1. GENERAL PROVISIONS
Article 1. (Objects of These Regulations)
Matters concerning the Board of Directors of the Company, unless otherwise
provided for by law or the Articles of Incorporation of the Company, shall be
governed by these Regulations of the Board of Directors.
Article 2. (Organization and Authority)
1. The Board of Directors shall be organized by all directors and
decide on important matters concerning execution of business of the
Company.
2. Statutory auditors must attend meetings of the Board of Directors
and must give their opinions thereat when it is deemed necessary.
Article 3. (Presence by persons other than Directors and Statutory Auditors)
Any persons other than directors and statutory auditors may attend
meetings of the Board of Directors and be requested for their opinions or
explanation when the chairman deems it necessary.
Article 4. (Meetings)
1. Meetings shall be held once a month; provided, however, that
meetings may be adjourned with a prior notice.
2. In addition to the preceding paragraph, extraordinary meetings may
be convened whenever necessary.
Article 5. (Place of Meetings)
The place of meeting of the Board of Directors shall be head office;
provided that meetings of the Board of Directors may be convened at other place
or over teleconference system when necessary.
CHAPTER 2. CONVOCATION
Article 6. (Convocators)
A meeting of the Board of Directors shall be convened by the Chairman or
the President. In the event the Chairman and the President is prevented
from so doing, another director shall convene the meeting in the order
previously determined by a resolution of the Board of Directors.
Article 7. (Procedure of Convening)
1. A notice of convening a meeting of the Board of Directors shall be
dispatched to each director and statutory auditor at least three (3)
days prior to the date of the meeting; provided, however, that the
notice period may be shortened in the case of emergency.
2. A notice of convening a meeting of the Board of Directors shall be
in written and include the time and date and the place of the
meeting and the agenda. In case that attendance over
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teleconference system is permitted, such notice shall include such
permission and the place to attend at over teleconference system.
3. With an oral notice, a meeting of the Board of Directors may be
held, in the case of emergency, without such a notice as in the
preceding paragraph. In that case, the agenda of a meeting is not
required to be included in such a notice.
CHAPTER 3. PROCEEDINGS
Article 8. (Chairman)
At meetings of the Board of Directors, the President of the Company shall
act as chairman. In the event that the President is prevented from so doing,
another director shall act as chairman in the order previously determined by a
resolution of the Board of Directors.
Article 9. (Matters Requiring Resolution)
The matters which shall require approval of the Board of Directors shall
be in accordance with the Schedule 1 and Schedule 2.
Article 10. (Resolution)
1. A majority of all directors present at the meeting shall constitute
a quorum. A resolution by the Board of Directors for the matters
requiring resolution regarding the matters set forth in Schedule 1
shall be made by the unanimous vote of the directors present at the
meeting of the Board of Directors and a resolution by the Board of
Directors for the matters requiring resolution regarding the matters
set forth in Schedule 2 shall be made by a majority vote of the
directors present at the meeting of the Board of Directors.
2. Any director who has any special interest with respect to the agenda
of a meeting of the Board of Directors in the preceding paragraph
may not exercise his voting rights (in the matter). In this case,
such director shall not be counted in the number of directors
present set forth in the preceding paragraph.
Article 11. (Minutes)
The proceedings and the results of the meetings of the Board of Directors
shall be stated or recorded in the Minutes, and shall be signed and sealed by
the directors and the statutory auditors present at any such meeting.
Appendix
Article 12. (Effective Date)
These Regulations shall take effective as from February 1, 2006.
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Schedule 1
Standards for Matters Requiring Resolution
Important matters concerning execution of business of the Company and
disposition of important assets of the Company(not less than one thousand
million (1,000,000,000) Yen per one case thereof);
(1) Changes of principal objects of the business of the Company;
(2) Withdraw from the business as a whole or principal business of the
Company or assignment of the business of the Company as a whole or
an important part thereof;
(3) Dissolution of the Company; and
(4) Amendment to the standards for matters requiring resolution at a
meeting of the Board of Directors and the number of voting rights
relating to such standards in these Regulations.
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Schedule 2
Standards for Matters Requiring Resolution
(1) Matters relating to meetings of shareholders;
- Convocation of meetings of shareholders and decisions of items on
the agenda of meetings of shareholders (not including standards for
matters requiring resolution set forth in Schedule 1);
(2) Matters relating to directors;
- Elections and dismissals of Representative Directors and decisions
of joint representatives;
- Elections and dismissals of directors with special titles and
executive officers with specific titles;
- Approvals of transactions between directors and the Company;
- Approvals of competing business transactions by directors;
- Determinations of orders among the directors and orders relating
to directors' acting on behalf of other directors;
(3) Matters relating to accounting;
- Approval of financial statements and exhibits;
- Payment of interim dividends;
(4) Matters relating to shares;
- Issuances of new shares;
- Issuances of stock acquisition rights;
- Cancellation of stock acquisition rights;
- Issuances of bonds with stock acquisition rights;
- Issuances of bonds;
- Capitalization of legal reserves;
- Stock split and increase of the total number of shares to be
issued by the Company;
(5) Matters relating to organizations and personnel;
- Establishments, changes and abolitions of branch offices;
- Elections and dismissals of managers;
- Establishments, changes and abolitions of organizations,
important divisions;
- Establishments, mergers or dissolutions of subsidiaries or
affiliate companies;
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- Elections and dismissals of executive officers and general
managers;
(6) Matters relating to execution of important business;
- Decisions and changes of medium/long term plans and short term
management plans (operation plans);
- Decisions of plans of advances to new business;
- Acquisition of important assets (not less than one hundred
million (100,000,000) Yen per one case thereof);
- A large amount of borrowings and guaranty for debts (not less
than one hundred million (100,000,000) Yen per one case
thereof);
- Establishment of lease and security of important assets of the
Company (not less than one hundred million (100,000,000) Yen
per one case thereof);
- dispositions of important assets of the Company, commencements
or terminations of transactions and conclusions of contracts
(not less than one thousand million (1,000,000,000) Yen per
one case thereof);
- Important capital/business cooperations or cancellations
thereof;
- Establishments of important internal rules;
(7) Other matters;
- Approval of important matters of subsidiaries;
- Filing of important litigation (in case that the amount of
such financial impact shall be not less than one hundred
million (100,000,000) yen per case thereof);
- Other matters which are recognized as necessary than each of
the preceding sections.
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