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Announcement of Partial Revision to Articles of Incorporation
Tokyo, May 25, 2006 - Impress Holdings, Inc. (TSE: 9479), announced today that the Companyfs board of directors, at a meeting held today, passed a resolution to propose the following gPartial Revisions to the Articles of Incorporationh at the 14th Ordinary General Meeting of Shareholders, to be held on June 24, 2006.
1. Reasons for the revisions.
With the Corporation Law (Law No. 86, 2005) and related laws and ordinances having taken effect on May 1, 2006, the following revisions are required:
| (1) |
New provisions are required in order to designate the bodies to be established within the Company. |
| (2) |
New provisions to designate that the Company will issue equity shares. |
| (3) |
Revisions are required by the change in the name of the Transfer Agent to the Manager of the Register of Shareholders, and the associated consignment of operations related to the register of reservation rights for new shares. |
| (4) |
Revisions are required to stipulate that the number of proxies per shareholder for the exercising of voting rights at general meetings of shareholders shall be one (1). |
| (5) |
New provisions to adopt Internet disclosure for reference materials for general meeting of shareholders, etc., and to establish the system for providing those materials, in order to achieve both fuller disclosure and cost savings. |
| (6) |
New provisions to limit the number of directors to no more than seven (7) in order to facilitate flexible management operations by the board of directors, and also to allow for resolutions of the board of directors to be decided in writing or by electromagnetic means when necessary. |
| (7) |
New provisions to exempt directors and corporate auditors from liability within legally limits, in order to allow them to fully carry out their duties as expected. In addition, the establishment of this provision with respect to directors will require the unanimous approval of the board of auditors. |
| (8) |
New provisions to limit the liability of outside directors and outside auditors to within legally designated amounts, in order to facilitate the engagement of capable persons in these positions. In addition, the establishment of this provision with respect to directors will require the unanimous approval of the board of auditors. |
| (9) |
Revisions are required to give the board of directors the authority to pay dividends from surpluses, etc., in order to allow for the flexible return of profits to shareholders. |
| (10) |
Revisions so that the text of references in the Articles of Incorporation correspond to the text of the Corporation Law. |
| (11) |
Changes of terms used in the former Commercial Code to the terms used in the Corporation Law, and corresponding revisions to certain wording, expressions, etc. |
| (12) |
Changes to the numbers of the various articles resulting from the above revisions. |
2. Details of revisions
Please refer to the attachment (in Japanese) for the details of the revisions.
3. Schedule
General meeting of shareholders at which revisions to Articles of Incorporation will be proposed: June 24, 2006 (tentative)
Effective date of revisions to Articles of Incorporation: June 24, 2006 (tentative)
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