|
May 12, 2005
Partial revision of the Articles of Incorporation
Tokyo Electron Limited (TEL) announced that the company resolved at the meeting of its board of directors held on May 12, 2005 that it should refer a resolution regarding "Partial revision of the Articles of Incorporation" to the 42nd general meeting of shareholders to take place on June 24, 2005.
1. Reasons
| (1) |
One reason is to change the number of shares the company is authorized to issue as stipulated in the Articles of Incorporation, from the current 300 million to 700 million. This change in the number of authorized shares was originally intended to prepare company future capital procurement and increase the flexibility of its capital policy, but the need to make this change as a countermeasure against hostile takeover bids is also kept in mind. There is currently no specific threat posed by a likely acquirer, but the company must have a broader range of options it can use if an acquirer actually appears, and from this viewpoint, the Articles of Incorporation will be revised.
TEL has not yet decided specific measures taken to protect itself from hostile takeovers. If in the future the company makes any decision on appropriate defensive measures it should take to protect its interests from an acquirer that may harm its interests, it will immediately announce details of such defensive measures, including conditions for taking, removing or maintaining such defensive measures, as well as their possible effects on shareholders and investors. |
| (2) |
The current Articles of Incorporation stipulate that President & COO has the right to convene and chair a general meeting of shareholders and that Chairman & CEO or President & COO have the right to convene and chair a meeting of the board of directors. Another reason for revising the Articles of Incorporation is to change such restrictions on qualifications for the convener and chairman so that a corporate director elected by the board of directors can convene and chair both meetings. |
| (3) |
An additional reason is to delete descriptions of retirement allowances for corporate directors and statutory auditors from the current Articles of Incorporation because these retirement allowances have been abolished as announced on April 19, 2005. |
2. Details of Amendments
The current Articles of Incorporation and proposed amendments are as follows (proposed amendments are underlined):
CHAPTER II SHARES
Article 5 Total Number of Shares to be Issued
(Current Articles of Incorporation)
The total number of shares authorized to be issued by the Company shall be three hundred million (300,000,000) shares. Provided, however, that if shares are retired, the total number of shares authorized to be issued by the Company shall be reduced by the number of retired shares.
(Proposed Amendments)
The total number of shares authorized to be issued by the Company shall be seven hundred million (700,000,000) shares. Provided, however, that if shares are retired, the total number of shares authorized to be issued by the Company shall be reduced by the number of retired shares.
CHAPTER III GENERAL MEETING OF SHAREHOLDERS
Article 12 Convening of General Meeting of Shareholders, etc.
(Current Articles of Incorporation)
3. Unless otherwise provided by laws and regulations, General Meeting of Shareholders shall be convened by the President and Director of the Company according to a resolution of the Board of Directors.
4. In the event that the President and Director is unable to convene the General Meeting of Shareholders, other Director shall act in its place in accordance with the order predetermined by the Board of Directors.
(Proposed Amendments)
3. Unless otherwise provided by laws and regulations, General Meeting of Shareholders shall be convened by the Director predetermined by the Board of Directors of the Company according to a resolution of the Board of Directors.
4. In the event that the Director is unable to convene the General Meeting of Shareholders, other Director shall act in its place in accordance with the order predetermined by the Board of Directors.
Article 13 Chairman of the General Meeting of Shareholders
(Current Articles of Incorporation)
The President and Director shall be chairman of the General Meeting of Shareholders.
(Proposed Amendments)
The Director predetermined by the Board of Directors shall be chairman of the General Meeting of Shareholders.
(Current Articles of Incorporation)
2. In the event that the President and Director is unable to act as chairman, other Director shall act in its place in accordance with the order predetermined by the Board of Directors.
(Proposed Amendments)
2. In the event that the Director is unable to act as chairman, other Director shall act in its place in accordance with the order predetermined by the Board of Directors.
CHAPTER IV DIRECTORS AND BOARD OF DIRECTORS
Article 21 Convening of the Meeting of the Board of Directors and Chairman thereof
(Current Articles of Incorporation)
Unless otherwise provided by laws and regulations, the Meeting of the Board of Directors shall be convened by the Chairman and Director or by the President and Director, who shall be chairman thereof. In the event that both the Chairman and Director and the President and Director are unable to act as chairman, other Director shall act in its place in accordance with the order predetermined by a resolution of the Board of Directors. Notice of the Meeting of the Board of Directors shall be dispatched seven (7) days prior to the date set for such Meeting. Provided, however, that the said period may be shortened in case of urgent necessity.
(Proposed Amendments)
Unless otherwise provided by laws and regulations, the Meeting of the Board of Directors shall be convened by the Director predetermined by the Board of Directors, who shall be chairman thereof. In the event that the Director is unable to act as chairman, other Director shall act in its place in accordance with the order predetermined by a resolution of the Board of Directors. Notice of the Meeting of the Board of Directors shall be dispatched seven (7) days prior to the date set for such Meeting. Provided, however, that the said period may be shortened in case of urgent necessity.
(Current Articles of Incorporation)
Article 23 Remuneration and Retirement Allowance of Directors
(Proposed Amendments)
Article 23 Remuneration of Directors
(Current Articles of Incorporation)
The remuneration and retirement allowance of Directors shall be determined by a resolution of the General Meeting of Shareholders.
(Proposed Amendments)
The remuneration of Directors shall be determined by a resolution of the General Meeting of Shareholders.
CHAPTER V AUDITORS AND BOARD OF AUDITORS
(Current Articles of Incorporation)
Article 30 Remuneration and Retirement Allowance of Auditors
(Proposed Amendments)
Article 30 Remuneration of Auditors
(Current Articles of Incorporation)
The Remuneration and retirement allowance of the Auditors shall be determined by a resolution of the General Meeting of Shareholders.
(Proposed Amendments)
The Remuneration of the Auditors shall be determined by a resolution of the General Meeting of Shareholders.
|
