Announcement of Partial Amendments to the Articles of Incorporation
Tokyo Electron Limited (the "Company") announced that on May 13, 2015, its Board of Directors had resolved to submit a proposal to amend the Company's Articles of Incorporation regarding the liability-limiting contract at the 52nd Annual General Meeting of Shareholders of the Company held on June 19, 2015. The details of the amendments are as follows.
1. Purpose for the Amendments
The scope of Corporate Directors and Audit & Supervisory Board Members with whom contracts can be entered into to limit their liabilities in accordance with the "Act for Partial Revision of the Companies Act" (Act No. 90 of 2014). This change allows companies to conclude a liability-limiting contract with a corporate director who is not an executive director and an Audit & Supervisory Board Member who is not an outside Audit & Supervisory Board Member. In association with this change, Article 24 and Article 32 of the existing Articles of Incorporation will be partially amended.
Further, each Audit & Supervisory Board Member has already agreed with respect to the amendment to Article 24 of the Articles of Incorporation.
2. Details of the Amendments
Current Articles of Incorporation | Proposed Amendments |
| CHAPTER IV DIRECTORS AND BOARD OF DIRECTORS Article 24 Liability-Limiting Contracts with Outside Directors In accordance with the provisions of Article 427, Paragraph 1, of the Companies Act, the Company may, within the limits stipulated by laws and regulations, conclude contracts with outside directors exempting those outside directors, in the absence of intentional conduct or gross negligence, from the liability provided for in Article 423, Paragraph 1, of the Companies Act. CHAPTER V AUDIT & SUPERVISORY BOARD MEMBERS AND AUDIT & SUPERVISORY BOARD Article 32 Liability-Limiting Contracts with Outside Audit & Supervisory Board Members In accordance with the provisions of Article 427, Paragraph 1, of the Companies Act, the Company may, within the limits stipulated by laws and regulations, conclude contracts with outside Audit & Supervisory Board Members exempting those outside Audit & Supervisory Board Members, in the absence of intentional conduct or gross negligence, from the liability provided for in Article 423, Paragraph 1, of the Companies Act. | CHAPTER IV DIRECTORS AND BOARD OF DIRECTORS Article 24 Liability-Limiting Contracts with Directors In accordance with the provisions of Article 427, Paragraph 1, of the Companies Act, the Company may, within the limits stipulated by laws and regulations, conclude contracts with directors (excluding Executive Directors, etc.) exempting those directors, in the absence of intentional conduct or gross negligence, from the liability provided for in Article 423, Paragraph 1, of the Companies Act. CHAPTER V AUDIT & SUPERVISORY BOARD MEMBERS AND AUDIT & SUPERVISORY BOARD Article 32 Liability-Limiting Contracts with Audit & Supervisory Board Members In accordance with the provisions of Article 427, Paragraph 1, of the Companies Act, the Company may, within the limits stipulated by laws and regulations, conclude contracts with Audit & Supervisory Board Members exempting those Audit & Supervisory Board Members, in the absence of intentional conduct or gross negligence, from the liability provided for in Article 423, Paragraph 1, of the Companies Act. |
3. Schedule
Date of Annual General Meeting of Shareholders to amend the Articles of Incorporation: June 19, 2015
Effective Date of the amendments to the Articles of Incorporation: June 19, 2015
