Konami Grp Corp Regulatory News (KNM)

17 May 2006 11:21

Konami Corporation17 May 2006 May 17, 2006 KONAMI CORPORATION 2-4-1 Marunouchi, Chiyoda-ku, Tokyo, Japan Kagemasa Kozuki Representative Director and CEO (Stock code number: 9766 at TSE1, NY, LON, SIN) Contact: Naoyuki Notsu Division Director, Administration Division Tel: +81-3-5220-0573 Announcement on Partial Amendment to the Articles of Incorporation KONAMI CORPORATION announced today that, pursuant to resolutions adopted at theBoard of Directors meeting held on May 17, 2006, it will submit a proposal forthe amendment to the articles of incorporation as written below, in the 34thOrdinary General Meeting of Shareholders which will be held on June 29, 2006. 1. Reasons for the Amendments (1) As a holding company and to correspond to the business development of theKonami group, we plan to make a partial amendment on the Article 2 (Purpose). (2) With the enactment of the "Corporate Law" (law number 86 of 2005) and the"Law to Accommodate Relevant Laws in line with the Enforcement of the CorporateLaw" (law number 87 of 2005) effective on May 1, 2006, it is proposed that: (a) Article 4 (Governing Bodies) be newly established in order tocreate governing bodies of the Company pursuant to Article 326, Paragraph 2 ofthe Corporate Law; (b) Article 7 (Issuance of Share Certificates) be newlyestablished to enable the Company to make such issuance pursuant to Article 214of the Corporate Law; (c) Article 10 (Rights concerning Shares Constituting Less ThanOne Minimum Share-trading Unit) be newly established to define rights ofshareholders holding shares less than one minimum share-trading unit pursuant toArticle 189, Paragraph 2 of the Corporate Law; (d) Article 17 (Internet Disclosure of Reference Documents, etc.and Deemed Provision) be newly established to adopt the system to disclose viainternet reference documents, etc. for a general shareholders meeting pursuantto Article 94 and Article 133, Paragraph 3 of the gEnforcement Regulation of theCorporate Lawh (regulation number 12 of 2006 issued by the Ministry of Justice)and Article 161, Paragraph 4 and Article 162, Paragraph 4 of the "Regulation onthe Accounting of Corporate" (regulation number 13 of 2006 issued by theMinistry of Justice); (e) pursuant to Article 310, Paragraph 5 of the Corporate Law andArticle 63, Paragraph 5 of the Enforcement Regulation of the Corporate Law,current Article 15 (Exercise of Voting Rights by Proxy) be amended to Article 19(Exercise of Voting Rights by Proxy), which defines the method to prove theproxy's authority and number of the proxy when voting rights are exercised byproxy at a General Meeting of Shareholders; (f) Article 25 (Omission of Resolution by the Board ofDirectors) be newly established in order to allow the Board of Directors to makea resolution flexibly in writing or in an electronic method where necessarypursuant to Article 370 of the Corporate Law; (g) Article 28 (Limited Liability Contracts with ExternalDirectors) be newly established to enable the Company to enter into contractswith External Directors under which their liabilities shall be restricted. (h) Article 36 (Limited Liability Contracts with ExternalCorporate Auditors) be newly established to enable the Company to enter intocontracts with External Corporate Auditors under which their liabilities shallbe restricted. (i) Article 38 (Governing Bodies to Determine Distribution ofSurplus, etc.) be newly established to enable the Company to take flexibledividend policy as it was approved by Article 459, Paragraph 1 and Article 460of the Corporate Law to determine distribution of surplus, etc. by resolution ofthe Board of Directors rather than General Meeting of Shareholders; and (j) in addition to the above, amendments be made or added toterms or expressions used or provisions of relevant laws quoted in theseArticles of Incorporation to make such terms or expressions or quotationsconsistent with the Corporate Law. (2) It is necessary for the Company to revise overall structureof provisions of and make any necessary amendment to words or phrases containedin these Articles of Incorporation by making a full review thereof. 2. Contents of amendments The contents of amendments are shown in 4. Particulars of the Amendments. 3. Schedule of amendment Ordinary general meeting of shareholders' for amendment of articles ofincorporation: June 29, 2006 (Thursday) Effective date of amendment of articles of incorporation: June 29, 2006 (Thursday) 4. Particulars of the Amendments The Company proposes that the current Articles of Incorporation be amended asfollows: (Amendments are underlined) Current Amended Chapter I: General provisions Chapter I: General provisionsArticle 1 (Trade Name) Article 1 (Trade Name) The name of the Company is Konami Kabushiki (Unchanged)Kaisha, being expressed as "KONAMI CORPORATION" inEnglish. Article 2 (Purposes) Article 2 (Purposes) The purpose of the Company shall be to own shares (Unchanged)of companies which run the following businesses ora foreign company which runs equivalentbusinesses, and be engaged in the control andadministration of the subject companies' businessactivities as well as implementation of operationsincidental to such activities. 1. Research, development, manufacture and 1. (Unchanged) distribution of software and hardware relating to electric appliances and electronic components; 2. Planning, production, manufacture, rental and 2. (Unchanged) distribution of music, audio and visual software (including disks, tape and film, etc.); production and acquisition of master copies, and transferal or usage permission thereof; 3. Acquisition, management, promotion of usage 3. (Unchanged) and development of music copyright and related performance rights, and transferal or usage permission thereof; 4. Planning, production and distribution of 4. (Unchanged) books, magazines, sheet music and other publications; 5. Development, manufacture and distribution of 5. (Unchanged) toys; 6. Design of character products (with images of 6. (Unchanged) people, animals, etc. which have unique names or characters); 7. Planning, production and distribution on the 7. Planning, production, distribution on the Internet and Internet; Internet related services; 8. Planning, establishment and operation of (Deleted) shopping complex on the Internet, provision of know-how thereof and correspondence sales; 9. Provision and distribution of software using (Deleted) communication circuits;(Newly added) 8. Intelligence, provide online service, process and distribution of information, pictures and music using electrical communication and electrical communication related services;(Newly added) 9. Information processing services and information reporting services; 10. Management of sports facilities and amusement 10. Management of sports facilities, amusement arcades, arcades; restaurants, accommodations, hot spring bathing facilities, saunas and parking lots;(Newly added) 11. Management of schools for training and educating sport instructors, producers of digital contents (application software for digital technology) and producers of computer software;(Newly added) 12. Medical treatment services and beauty services; 11. Distribution of soft drinks, foods, alcoholic 13. (Unchanged) beverages, sports gear, clothing and computer game machines; 12. Advertising agency, insurance agency, 14. Advertising agency, insurance agency, broadcasting broadcasting business and leisure business business, travel agency and leisure business including including tour, sports, etc.; tour, sports, etc.; 13. Purchase and sale of antiques; 15. (Unchanged) 14. Sale, purchase, lease, blockage and 16. (Unchanged) management of real estate; 15. Job placement; 17. (Unchanged)(Newly added) 18. General lease business and finance business; 16. Holding of and investment in securities; 19. (Unchanged) 17. Acquisition and management of copyrights, 20. (Unchanged) trademark rights, design rights, performance rights and rights to produce records and videos related to the preceding items; 18. Import, export and agency business related to 21. (Unchanged) each of the preceding items; 19. Investment in the party in charge of the 22. (Unchanged) business specified in the preceding items; and 20. Any and all businesses incidental to any of 23. (Unchanged) the preceding items. Article 3 (Location of Head Office) Article 3 (Location of Head Office) The Company shall have its head office in (Unchanged)Chiyoda-ku, Tokyo. (Newly added) Article 4 (Governing Bodies) The Company shall have the Board of Directors, Corporate Auditors, Board of Corporate Auditors and Accounting Auditors. Article 4 (Method of Public Notice) Article 5 (Method of Public Notice) Public notices of the Company shall be published (Unchanged)electronically. In cases where accident or otherunavoidable circumstances preclude onlinepublication, notices shall be carried in the NihonKeizai Shimbun. Chapter II: Shares Chapter II: SharesArticle 5 (Total Number of Shares to be Issued) Article 6 (Total Number of Shares Authorized to be Issued) The total number of shares authorized to be issued The total number of shares authorized to be issued by theby the Company shall be four hundred fifty million Company shall be four hundred fifty million (450,000,000).(450,000,000); provided, however, that the numbershall be, in case of cancellation, reduced by thenumber of shares so cancelled.(Newly added) Article 7 (Issuance of Share Certificates) The Company shall issue share certificates for its shares. Article 6 (Acquisition of the Company's Own Article 8 (Acquisition of the Company's Own Shares)Shares) In accordance with the provisions of Article 165, paragraphIn accordance with the provisions of item 2, 2 of the Corporate Law, the Company may acquire its ownparagraph 1 of Article 211-3 of the Commercial shares through market transactions by resolution of theCode, the Company may purchase and hold its own Board of Directors.shares through a resolution adopted by its Boardof Directors. Article 7 (Number of Shares Constituting One Unit Article 9 (Number of Shares Constituting One Unit andand Non-Issuance of Share Certificates Non-Issuance of Share Certificates Constituting Less thanConstituting Less than One Unit) One Unit) 1. The number of shares of the Company which (Unchanged)constitute one (1) unit shall be one hundred(100). 2. The Company shall not issue any sharecertificates for shares constituting less than one(1) unit (gShares Constituting Less than OneUnith); unless otherwise provided for in the ShareHandling Regulations. (Newly added) Article 10 (Rights concerning Shares Constituting Less than One Unit) Shareholders of the Company holding Shares Constituting Less than One Unit (including beneficial shareholders and hereinafter the same) cannot exercise their rights as shareholders other than those enumerated below: The Company shall issue share certificates for its (1) rights provided for in each item of Article 189, Paragraph 2 of the Corporate Law; (2) rights provided for in Article 166, Paragraph 1 of the Corporate Law; (3) rights of shareholders to subscribe for shares or new shares as stock option in accordance with the number of shares held by them; and (4) rights to make a request provided for in Article 11 hereof.Article 8 (Requests for purchase of fractional Article 11 (Requests for purchase of fractional unitunit shares) shares) 1. Shareholders (including, hereinafter, (Unchanged)beneficial shareholders) who hold shares numberingless than one unit shall have the right to request(hereinafter, grequest for additional sharesh)that the Company sell to them that number ofshares which will bring their current holdings upto one unit. 2. The periods for such requests of additionalshares, the methods required to be used, etc.,shall be governed by rules established by theBoard of Directors. Article 9 (Transfer Agent) Article 12 (Administrator of Shareholders' Register) 1. The Company shall have a transfer agent with 1. The Company shall appoint an administrator ofrespect to its shares. shareholders' register. 2. The transfer agent and its handling office 2. The administrator of shareholders' register and itsshall be selected by a resolution of the Board of handling office shall be designated by resolution of theDirectors and public notice thereof shall be Board of Directors, and public notice thereof shall begiven. given. 3. The shareholders' register (including 3. The production and keeping of register of shareholdersbeneficial shareholders' register, hereinafter, (including register of beneficial shareholders, hereinafterthe same) of the Company and its lost stock the same), ledger of stock acquisition rights and registercertificates register shall be kept at the of lost share certificates of the Company or any othertransfer agent's handling office and the business related thereto shall be entrusted to theregistration of transfer of shares, registration administrator of shareholders' register and shall not beof pledge, record of trust assets, delivery of handled by the Company.share certificates, the recording of lost stockcertificates, purchase and sale of SharesConstituting Less than One Unit, acceptance ofnotifications and other matters relating to sharesshall be handled by the transfer agent and not bythe Company. Article 10 (Share Handling Rules) Article 13 (Share Handling Rules) The class of share certificates, the registration The handling business relating to shares of the Companyof transfer of shares, registration of pledge, and charges thereof shall be subject to the provisions ofrecord of trust assets, delivery of share the Share Handling Regulations determined by the Board ofcertificates, the recording of lost stock Directors as well as laws and regulations and thesecertificates, purchase and sale of Shares Articles of Incorporation.Constituting Less than One Unit and other mattersrelating to shares shall be subject to theprovisions of the Share Handling Regulationsdetermined by the Board of Directors as well asthese Articles of Incorporation. Article 11 (Record Date) (Deleted) 1. The Company shall deem that the shareholders,who are listed or recorded on theShareholders'Registers as of March 31 of everyyear are entitled to exercise their voting rightsat the ordinary general meeting of shareholdersfor the relevant fiscal year. 2. In addition to the preceding paragraph, theCompany may, giving prior public notice, fix arecord date for the occasion whenever necessary bya resolution of the Board of Directors. Chapter III: GENERAL MEETING OF SHAREHOLDERS Chapter III: GENERAL MEETING OF SHAREHOLDERSArticle 12 (Convocation) Article 14 (Convocation) An ordinary general meeting of shareholders of the An ordinary general meeting of shareholders of theCompany shall be convened within three (3) months Company shall be convened in June of each year and anafter the day following each account settlement extraordinary general meeting of shareholders shall bedate of every fiscal year and an extraordinary convened from time to time whenever necessary. Such generalgeneral meeting of shareholders shall be convened meetings of shareholders shall be held within the wards infrom time to time whenever necessary. Such general Tokyo.meetings of shareholders shall be held within thewards in Tokyo. (Newly added) Article 15 (Record Date for Ordinary General Meeting of Shareholders) The record date for the determination of voting rights at the Company's ordinary general meeting of shareholders shall be March 31st of each year. Article 13 (Convener and Chairperson) Article 16 (Convener and Chairperson) Chairman or President shall convene the general Chairman or President shall convene the general meetingsmeetings of shareholders of the Company and act as of shareholders of the Company and act as a chairperson. Ifa chairperson, unless otherwise provided for by both Chairman and President are unable to act in thislaws or regulations. If both Chairman and capacity, one of the other Directors shall take his/herPresident are unable to act in this capacity, one place in the order previously determined by a resolution ofof the other Directors shall take his/her place in the Board of Directors.the order previously determined by a resolution ofthe Board ofDirectors. (Newly added) Article 17 (Internet Disclosure of Reference Documents, etc. and Deemed Provision) In convening a general meeting of shareholders, the Company may, pursuant to the relevant regulation issued by the Ministry of Justice, deem that it has duly provided its shareholders with the information which must be mentioned or displayed in the reference document of a general meeting of shareholders, business report, financial statements and consolidated financial statements by disclosing such information using the Internet. Article 14 (Method of Resolution) Article 18 (Method of Resolution) 1. Unless otherwise provided for by laws, 1. Unless otherwise provided for by laws and regulations orregulations or these Articles of Incorporation, these Articles of Incorporation, resolutions at a generalany resolution at a general meeting of meeting of shareholders shall be approved by the majorityshareholders shall be approved by the majority of of the voting rights of the shareholders present who arethe voting rights of shareholders present. entitled to exercise their voting rights thereat. 2. Extraordinary resolutions, subject to Article 2. Extraordinary resolutions, subject to Article 309,343 of the Commercial Code, can be made by a Paragraph 2 of the Corporate Law, can be made by atwo-thirds vote of the shareholders present, who two-thirds vote of the shareholders present, who possesspossess one-third or more of the total voting one-third or more of the voting rights of the shareholdersrights. who are entitled to exercise their voting rights thereat. Article 15 (Exercise of Voting Rights by Proxy) Article 19 (Exercise of Voting Rights by Proxy) A shareholder may exercise his/her voting right A shareholder may exercise his/her voting right by oneby a proxy who is also a shareholder having voting proxy who is also a shareholder having voting right of theright of the Company; provided, however, that only Company; provided, however, that such shareholder or proxyone (1) proxy shall be admitted and such proxy must submit to the Company documents evidencing his/hershall be required to submit documents evidencing authority at each general meeting of shareholders.his/her authority. Chapter IV: DIRECTORS AND THE BOARD OF DIRECTORS Chapter IV: DIRECTORS AND THE BOARD OF DIRECTORSArticle 16 (Number of Directors) Article 20 (Number of Directors) The number of Directors of the Company shall not (Unchanged)be more than twelve (12). Article 17 (Election of Directors) Article 21 (Election of Directors) 1. Directors of the Company shall be elected at a 1. (Unchanged)general meeting of shareholders. 2. Directors of the Company shall be elected bythe majority of the voting rights of shareholders 2. Directors of the Company shall be elected by thepresent at a general meeting of shareholders where majority of the voting rights of shareholders present at ashareholders having one third (1/3) or more of general meeting of shareholders who have one third (1/3) orvoting rights of all the shareholders shall be more of the voting rights of the shareholders entitled topresent. exercise their voting rights thereat. 3. The election of Directors of the Company shall 3. (Unchanged)not be made by a cumulative voting. Article 18 (Term of Office of Directors) Article 22 (Term of Office of Directors) 1. The term of office of Directors of the Company 1. The term of office of Directors of the Company shallshall expire upon the conclusion of the ordinary expire upon the conclusion of the ordinary general meetinggeneral meeting of shareholders with respect to of shareholders with respect to the last business yearthe last fiscal year ending within one (1) year ending within one (1) year after their election.after their assumption of office. 2. The term of office of Directors elected toincrease the number of Directors shall expire atthe time of expiration of the term of office ofthe other incumbent Directors. (Deleted) 3. The term of office of the Director elected tofill a vacancy of a retired Director shall be theremaining period of the term of office of suchretired Director. (Deleted)Article 19 (Representative Directors and Article 23 (Representative Directors and Directors withDirectors with Title) Title) Directors who represent the Company, President and 1. Director(s) who represent the Company shall be appointedany other Directors with specific titles shall be at a meeting of the Board of Directors.appointed at a meeting of the Board of Directors. (Newly added) 2. The President and Director and any other Directors with specific titles shall be appointed at a meeting of the Board of Directors. Article 20 (Convocation of the Meeting of the Article 24 (Convocation of the Meeting of the Board ofBoard of Directors and Chairperson) Directors and Chairperson) 1. Chairman or President shall convene a meeting 1. (Unchanged)of the Board of Directors and act as a chairpersonunless otherwise provided for by laws orregulations. If both Chairman and President areunable to act in this capacity, one of the otherDirectors shall take his/her place in the orderpreviously determined by a resolution of the Boardof Directors. 2. Notice of convocation of a meeting of the Boardof Directors shall be dispatched to each Directorand Corporate Auditor three (3) days prior to thedate of such meeting; provided, however, that suchperiod may be shortened in case of emergency. (Newly added) 2. (Unchanged) 3. With the consent of all the Directors and Corporate Auditors, a meeting of the Board of Directors may be held without complying with the convocation procedures. (Newly added) Article 25. (Omission of Resolution of the Board of Directors) In case where requirements as provided for in Article 370 of the Corporate Law are satisfied, the Company deems that relevant resolutions of the Board of Directors shall have been duly made. Article 21 (Regulations of the Board of Article 26 (Regulations of the Board of Directors)Directors) (Unchanged)Matters regarding the Board of Directors of theCompany shall be determined pursuant to theRegulations of the Board of Directors unlessotherwise provided for by laws, regulations orthese Articles of Incorporation. Article 22 (Remuneration) Article 27 (Remuneration, etc.) The remuneration of Directors shall be determined The remuneration for Directors, annual bonus and otherat a general meeting of shareholders. proprietary benefits received from the Company as consideration for execution of their duties (hereinafter referred to as "Remuneration, etc. ") shall be determined by resolution of a general meeting of shareholders. (Newly added) Article 28 (Limited Liability Contracts with External Directors) In accordance with the provisions of Article 427, Paragraph 1 of the Corporate Law, the Company may enter into contracts with External Directors under which their liabilities provided for in Article 423, Paragraph 1 of the said law shall be restricted. Chapter V: CORPORATE AUDITORS AND THE BOARD OF Chapter V: CORPORATE AUDITORS AND THE BOARD OF CORPORATE CORPORATE AUDITORS AUDITORSArticle 23 (Number of Corporate Auditors) Article 29 (Number of Corporate Auditors) The number of Corporate Auditors of the Company (Unchanged)shall not be more than five (5).Article 24 (Election of Corporate Auditors) Article 30 (Election of Corporate Auditors) 1. Corporate Auditors of the Company shall be 1. (Unchanged)elected at a general meeting of shareholders. 2. Corporate Auditors of the Company shall beelected by the majority of the voting rights of 2. Corporate Auditors of the Company shall be elected byshareholders present at a general meeting of the majority of the voting rights of shareholders presentshareholders where shareholders having one third at a general meeting of shareholders who have one third (1/(1/3) or more of voting rights of all the 3) or more of the voting rights of the shareholdersshareholders shall be present. entitled to exercise their voting rights thereat. Article 25 (Term of Office of Corporate Auditors) Article 31 (Term of Office of Corporate Auditors) 1. The term of office of Corporate Auditors of theCompany shall expire upon the conclusion of theordinary general meeting of shareholders with 1. The term of office of Corporate Auditors of the Companyrespect to the last fiscal year ending within four shall expire upon the conclusion of the ordinary general(4) years after their assumption of office. meeting of shareholders with respect to the last business year ending within four (4) year after their election.2. The term of office of the Corporate Auditorelected to fill a vacancy of a retired CorporateAuditor shall be the remaining period of the termof office of such retired Corporate Auditor. 2. The term of office of the Corporate Auditor elected to fill a vacancy of a retired Corporate Auditor shall expire when such predecessor's full term of office would have been expired. Article 26 (Standing Corporate Auditors) Article 32 (Standing Corporate Auditors) Corporate Auditors shall elect Standing Corporate The Board of Corporate Auditors shall by its resolutionAuditors from and among themselves. elect Standing Corporate Auditors from among the Corporate Auditors. Article 27 (Notice of Convocation of the Meeting Article 33 (Notice of Convocation of the Meeting of theof the Board of Corporate Auditors) Board of Corporate Auditors) Notice of convocation of a meeting of the Board of 1. (Unchanged)Corporate Auditors shall be dispatched to eachCorporate Auditor three (3) days prior to the dateof such meeting; provided, however, that suchperiod may be shortened in case of emergency. (Newly added) 2. If the consent of all Corporate Auditors is obtained, a meeting of the Board of Corporate Auditors may be held without following the procedures for convening the meeting. Article 28 (Regulations of the Board of Corporate Article 34 (Regulations of the Board of CorporateAuditors) Auditors) Matters regarding the Board of Corporate Auditors (Unchanged)shall be determined pursuant to the Regulations ofthe Board of Corporate Auditors unless otherwiseprovided for by laws, regulations or theseArticles of Incorporation. Article 29 (Remuneration) Article 35 (Remuneration, etc.) The remuneration of Corporate Auditors shall be The Remuneration, etc. for Corporate Auditors, shall bedetermined at a general meeting of shareholders. determined by resolution of a general meeting of shareholders. (Newly added) Article 36 (Limited Liability Contracts with External Corporate Auditors) In accordance with the provisions of Article 427, Paragraph 1 of the Corporate Law, the Company may enter into contracts with External Corporate Auditors under which their liabilities provided for in Article 423, Paragraph 1 of the said law shall be restricted. Chapter VI: ACCOUNTS Chapter VI: ACCOUNTS Article 30 (Business Year) Article 37 (Business Year) The business year of the Company shall commence The business year of the Company shall commence on April 1on April 1 of every year and end on March 31 of of every year and end on March 31 of the following year.the following year and the account settlement dateshall be the last day of each business year. (Newly added) Article 38 (Governing Bodies to Determine Distribution of Surplus, etc.) The Company shall determine the matters listed in each Item of Article 459, Paragraph 1 of the Corporate Law, including distribution of surplus, by resolution of the Board of Directors, not general meetings of shareholders, unless otherwise provided for by laws or regulations. Article 31 (Dividend and Interim Dividend) Article 39 (Base Date for Distribution of Surplus) 1. Dividends shall be paid to the shareholders or 1. The base date for dividends of the Company shall bethe registered pledgees who are listed or recorded March 31st of each year.on the Shareholders' registers as of the accountsettlement date. 2. The Company may, by a resolution of the Boardof Directors, distribute interim dividends to theshareholders or the registered pledgees who are 2. The base date for interim dividends of the Company shalllisted or recorded on the Shareholders ' registers be September 30th of each year.as of September 30 every year. (Newly added) 3. In addition to the date referred to in the preceding two paragraphs, the Company may set a base date and distribute surplus on such date. Article 32 (Prescription) Article 40 (Prescription of Dividend) If any dividend or any interim dividend remains In case of cash dividends, the Company shall be exemptedunreceived after expiration of full three (3) from the obligation of paying them if they remainyears from the day on which such dividends become unreceived for three (3) years after the date of thedue and payable, the Company shall be relieved of commencement of payment thereof.the obligation to pay such dividends. This information is provided by RNS The company news service from the London Stock Exchange