Jan 28, 2016
Notice of Amendments to the Articles of Incorporation
Name of listed company: | Chugai Pharmaceutical Co., Ltd. |
Code number: | 4519 (1st Section of Tokyo Stock Exchange) |
Head office: | 1-1, Nihonbashi-Muromachi 2-Chome, Chuo-ku, Tokyo |
Chairman & CEO: | Osamu Nagayama |
Inquiries to: | Masahiko Uchida, |
General Manager, Corporate Communications Dept. | |
Tel:+81-(0)3-3273-0881 |
January 28, 2016 (Tokyo) - Chugai Pharmaceutical Co., Ltd. (hereinafter called the “Company”) [Head Office: Chuo-ku, Tokyo, Chairman & CEO Osamu Nagayama] announced that it resolved at the Meeting of the Board of Directors held today to propose an agenda “Amendments to the Articles of Incorporation” at the 105th Annual General Meeting of Shareholders to be held on March 24, 2016 as follows.
Particulars
1. | Reasons for the Proposal
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2. | Contents of the Amendments
Details of the proposed amendments are as attached. |
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3. | Schedule
Annual General Meeting of Shareholders to approve the Amendments: March 24, 2016 |
Exhibit
(Underlined parts are amended.)
Current Articles | Proposed Amendments |
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Chapter 4 Directors and Board of Directors | Chapter 4 Directors and Board of Directors |
(Agreement with Outside Director to Limit Liability) Article 25 The Company and Outside Directors may, if a case falls under requirements specified by laws and ordinances regarding the liability of Director under Article 423, Paragraph 1 of the Companies Act, enter into an agreement which limits the liability of such Outside Directors; provided that the limit of such liability shall be the amount equal to the minimum liability limit regulated by laws and ordinances. |
(Agreement with Director to Limit Liability) Article 25 The Company and Directors (excluding Executive Directors, etc.) may, if a case falls under requirements specified by laws and ordinances regarding the liability of Director under Article 423, Paragraph 1 of the Companies Act, enter into an agreement which limits the liability of such Directors (excluding Executive Directors, etc.); provided that the limit of such liability shall be the amount of equal to the minimum liability limit regulated by laws and ordinances. |
Chapter 5 Audit & Supervisory Board Members and Audit & Supervisory Board |
Chapter 5 Audit & Supervisory Board Members and Audit & Supervisory Board |
(Substitute Audit & Supervisory Board Member) Article 28 The effective term of the resolution for election of a Substitute Audit & Supervisory Board Member under Article 329, Paragraph 2 of the Companies Act shall expire at the beginning of an annual general meeting of shareholders relating to the last fiscal year ending within four (4) years from his/her election. 2.(Provision omitted) |
(Substitute Audit & Supervisory Board Member) Article 28 The effective term of the resolution for election of a Substitute Audit & Supervisory Board Member under Article 329, Paragraph 3 of the Companies Act shall expire at the beginning of an annual general meeting of shareholders relating to the last fiscal year ending within four (4) years from his/her election. 2. (Unchanged) |
(Agreement with Outside Audit & Supervisory Board Members to Limit Liability) Article 33 The Company and Outside Audit & Supervisory Board Member may, if a case falls under requirements specified by laws and ordinances regarding the liability of Audit & Supervisory Board Members under Article 423, Paragraph 1 of the Companies Act, enter into an agreement which limits the liability of such Outside Audit & Supervisory Board Member; provided that the limit of such liability shall be the amount equal to the minimum liability limit regulated by laws and ordinances. |
(Agreement with Audit & Supervisory Board Members to Limit Liability) Article 33 The Company and Audit & Supervisory Board Member may, if a case falls under requirements specified by laws and ordinances regarding the liability of Audit & Supervisory Board Members under Article 423, Paragraph 1 of the Companies Act, enter into an agreement which limits the liability of such Audit & Supervisory Board Member; provided that the limit of such liability shall be the amount equal to the minimum liability limit regulated by laws and ordinances. |