Global Home You are here:About Panasonic > containsNews > containsHeadquarters News > containsPanasonic to Partially Amend its Articles of Incorporation


Main Contents begins from here.

News & Events

Headquarters News

Jun 5, 2009

Panasonic to Partially Amend its Articles of Incorporation

Osaka, Japan, June 5, 2009 - Panasonic Corporation (Panasonic [NYSE: PC]) today announced that its Board of Directors, held on May 15, resolved to submit a proposal, at the ordinary general meeting of shareholders to be held on June 25, 2009, to partially amend its Articles of Incorporation.

1. Reasons for amendments

(1) In accordance with the enforcement of the "Law to Amend Part of the Law Concerning Book-Entry Transfer of Bonds, Etc. to Streamline Settlements for Trading in Stocks, Etc." (Law No. 88, 2004, "Settlement Streamlining Law") on January 5, 2009, the shares of all publicly listed companies are now handled under a paperless book-entry transfer system (also referred to as "share certificate dematerialization").

Accordingly, the Company proposes making the necessary changes to the Articles of Incorporation, including deleting provisions premised on the existence of physical share certificates, renumbering paragraphs and establishing supplementary provisions.

Regarding existing Article 7 (Issuance of Share Certificates), a resolution amending the Articles of Incorporation to abolish that article effective as of January 5, 2009 is deemed to have been passed in accordance with Supplementary Provision Article 6-1 of the Settlement Streamlining Law.

(2) Regarding the method of public notice, the Company proposes adopting the electronic notification system in the interests of expediting and increasing the efficiency of public notification.

2. Details of amendments

The current Articles of Incorporation and the proposed amendments are as follows:

(The changed parts are underlined.)

Current Articles of Incorporation Proposed Amendments

CHAPTER I GENERAL PROVISIONS

Method of Public Notice
Article 5

Public notices of the Company shall be given in the "Nihon Keizai Shimbun."

CHAPTER I GENERAL PROVISIONS

Method of Public Notice
Article 5

The Company shall give public notices electronically. However, if it is not possible to give public notice electronically because of an incident or other unavoidable reasons, the "Nihon Keizai Shimbun" shall be used.

CHAPTER II SHARES

Issuance of Share Certificates
Article 7

The Company shall issue share certificates representing its issued shares.

Number of Shares Constituting One Unit of Shares and Non-issuance of Share Certificates for Shares Constituting Less than One Unit

Article 8

1. The number of shares constituting one unit (tangen) of shares shall be one hundred (100).

2. Notwithstanding Article 7, the Company shall
not issue certificates of shares consisting less
than one unit of shares (hereinafter referred to as the "shares not constituting a full unit").
However, this does not apply to the cases which are determined by the Company's Share Handling Regulations.

Sale of Shares Not Constituting a Full Unit
Article 9

A shareholder (including a beneficial shareholder; hereinafter the same interpretation being applicable) holding shares not constituting a full unit may request the Company, as provided for in the Company's Share Handling Regulations, to sell to the shareholder such amount of shares which will, when aggregated with the shares not constituting a full unit held by such shareholder, constitute one full unit of shares.

Transfer Agent
Article 10

1. The Company shall appoint a transfer agent with respect to shares.

2. The transfer agent and its handling office shall be designated by a resolution of the Board of Directors, and public notice shall be given with regard thereto.

3. The preparation and the keeping of the register of shareholders (including the register of beneficial shareholders; hereinafter the same interpretation being applicable), the register of stock acquisition rights and the register of lost share certificates of the Company and any other matter related to the register of shareholders, the register of stock acquisition rights and the register of lost share certificates of the Company shall be entrusted to the transfer agent, and the Company shall not handle such business.

Article 11 through Article 39
(The descriptions of the Articles are omitted)

(Newly Established)
(Newly Established)

CHAPTER II SHARES
(Deleted)

Number of Shares Constituting One Unit of Shares

Article 7

1. The number of shares constituting one unit (tangen) of shares shall be one hundred (100).

(Deleted)

Sale of Shares Not Constituting a Full Unit
Article 8

A shareholder holding shares constituting less than one unit of shares (hereinafter referred to as "shares not constituting a full unit") may request the Company, as provided for in the Company's Share Handling Regulations, to sell to the shareholder such amount of shares which will, when aggregated with the shares not constituting a full unit held by such shareholder, constitute one full unit of shares.

Transfer Agent
Article 9

1. The Company shall appoint a transfer agent with respect to shares.

2. The transfer agent and its handling office shall be designated by a resolution of the Board of Directors, and public notice shall be given with regard thereto.

3. The preparation and the keeping of the register of shareholders and the register of stock acquisition rights of the Company and any other matter related to the register of shareholders and the register of stock acquisition rights of the Company shall be entrusted to the transfer agent, and the Company shall not handle such business.

Article 10 through Article 38
(The Articles are unchanged from the current version)

Supplementary Provision

The preparation and the keeping of the register of lost share certificates of the Company and any other matter related to the register of lost share certificates of the Company shall be entrusted to the transfer agent until January 5, 2010, and the Company shall not handle such business.
This supplementary provision shall be eliminated after January 5, 2010 has passed.

Media Contacts:

Akira Kadota (Japan)
International PR
Tel: +81-3-3578-1237
Panasonic News Bureau (Japan)
Tel: +81-3-3542-6205
Jim Reilly (U.S.)
Tel: +1-201-392-6067
Anne Guennewig (Europe)
Tel: +49-611-235-457

Investor Relations Contacts:

Makoto Mihara (Japan)
Investor Relations
Tel: +81-6-6908-1121
Yuko Iwatsu (U.S.)
Panasonic Finance (America), Inc.
Tel: +1-212-698-1365
Hiroko Carvell (Europe)
Panasonic Finance (Europe) plc
Tel: +44-20-7562-4400)
*The content in the following news releases is accurate at the time of publication but may be subject to change without notice. Please note therefore that these documents may not always contain the most up-to-date information.

Banner area begins from here.

Panasonic News Portal

Panasonic News Portal

Search within “Press Releases”

Conduct a search within “Panasonic Corporation's Press Releases.”

Global Home You are here:About Panasonic > containsNews > containsHeadquarters News > containsPanasonic to Partially Amend its Articles of Incorporation