AMENDMENT TO ARTICLES OF INCORPORATION

03/01/2006

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In an interpretation dated 30 November 2005, the Ministry of Economic Affairs stated that if a company convenes a shareholders' meeting for which the agenda includes both motions to elect directors and supervisors, and a motion to amend the total number of directors and supervisors set forth in the company's articles of incorporation (AOI), the number of directors and supervisors to be elected should be determined according to the following:

If the company has adopted a nomination system for candidates for election, then re-gardless of whether it adopts written or elec-tronic voting, the number of directors and supervisors to be elected should be based on the AOI in effect at the time of the an-nouncement.

If the company has not adopted a nomination system, but uses written or electronic voting, the number of directors and supervisors to be elected should be based on the AOI in effect when the notice for convening the sharehold-ers' meeting was issued.

If the company has not adopted a nomination system, and does not use written or electronic voting, but the votes are cast in person or by proxy at the meeting itself, the number of di-rectors and supervisors to be elected should be based on the newly amended AOI. Also, when the company announces the number of directors and supervisors to be elected, the number stated must be confirmed in advance by the board of directors; the announcement may not merely state the range set forth in the AOI.

According to another MOEA ruling of 2 January 2006, once a resolution to amend a company's AOI has been passed by a shareholders' meeting, the new AOI should take effect immediately. Assuming that the AOI of a public-issuing company provide that a resolution to dissolve, merge, or demerge the company requires the consent of a majority of the voting rights at a meeting attended by shareholders representing at least two thirds of the company's issued voting shares, if subsequently a shareholders' meeting first passes a resolution amending the AOI to relax the above voting threshold to require the consent of two thirds of the votes at a meeting attended by shareholders representing a majority of issued shares, and the same meeting then goes on to consider a motion to dissolve, merge, or demerge the company, the voting threshold ac-cording to the amended AOI should apply to the latter motion.