Notice Regarding Partial Amendments of the Articles of Incorporation

Note: This English document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translation and the Japanese original, the Japanese original shall prevail. Tosei Corporation assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

To whom it may concern

January 23, 2015

Tosei Corporation
Toranomon Tosei Building, 4-2-3 Toranomon, Minato-ku, Tokyo
President and CEO: Seiichiro Yamaguchi
Securities code: 8923 (Tokyo Stock Exchange, First Section)
S2D (Singapore Exchange, Mainboard)
Contact: Director and CFO: Noboru Hirano
TEL: +81-3-3435-2864

Notice Regarding Partial Amendments of the Articles of Incorporation

Tosei Corporation (the "Company") hereby announces that it has resolved at the Board of Director meeting held on January 23, 2015 to submit a proposal regarding partial amendments of the Articles of Incorporation to the 65th Ordinary General Meeting of Shareholders scheduled on February 25, 2015.

  1. 1. Reasons for amendments

    (1) In order to make it possible for the convenor and chairperson for a General Meeting of Shareholders to be determined at the Board of Directors’ meeting, Article 15 (Convenor and Chairperson) of the current Articles of Incorporation shall be amended.

    (2) In order to strengthen the auditing structure and improve corporate governance by increasing the number of Audit & Supervisory Board Members, Article 30 (Number of Audit & Supervisory Board Members) of the current Articles of Incorporation shall be amended.

     
  2. 2.Details of amendments

    Details of amendments are as follows:

    (Changes are underlined.)

    Current Articles of Incorporation Proposed amendments
    Articles 1. – 14.                        (Omitted) Articles 1. – 14.                     (Unchanged)
    Article 15.   Convenor and Chairperson
    Unless otherwise provided for by laws and regulations, the president-and-director shall convene a General Meeting of Shareholders by a resolution of the Board of Directors’ meeting, and shall act as chairperson to such General Meeting of Shareholders.
    Article 15.   Convenor and Chairperson
    Unless otherwise provided for by laws and regulations, a director stipulated in advance by the Board of Directors shall convene a General Meeting of Shareholders in accordance with a resolution of the Board of Directors’ meeting.
     
    2. If the president-and-director becomes unable to be the convenor and chairperson of a General Meeting of Shareholders, another director shall do so in his or her place in accordance with an order of priority stipulated in advance by the Board of Directors.
     
     
     
    2. The chairperson of a General Meeting of Shareholders shall be a director stipulated in advance by the Board of Directors; provided, however, that if the said director becomes unable to be the chairperson for a General Meeting of Shareholders, another director shall do so in his or her place in accordance with an order of priority stipulated in advance by the Board of Directors.
    Articles 16. – 29.                      (Omitted) Articles 16. – 29.                   (Unchanged)
    Article 30.   Number of Audit & Supervisory Board Members
    The number of Audit & Supervisory Board Members of the Company shall be no more than four persons.
    Article 30.   Number of Audit & Supervisory Board Members
    The number of Audit & Supervisory Board Members of the Company shall be no more than six persons.
    Articles 31. – 47.                      (Omitted) Articles 31. – 47.                   (Unchanged)

    (Note) Some underlining does not coincide with the Japanese version because of translation adjustments.

  3. 3.Schedule

    Date of General Meeting of Shareholders to Amend the Articles of Incorporation:
    February 25, 2015 (Wed)

    Effective Date:
    Same as above

     

End