Japanese Model Articles of Associaiton Part 3
Part 3 Shareholders Meeting
(Convening of shareholders meeting)
The Company shall convene a general shareholders meeting within three months following the end of a fiscal year. In any case that the Company deems it necessary, the Company may convene an extraordinary general shareholders meeting at any time.
(2) The President shall convene a shareholders meeting by a majority vote of the Directors except in the cases prescribed by law. In the absence or disability of the President due to an accident, another Director of the Company, in the order previously determined by the President shall convene a shareholders meeting.
(3) In order to call the shareholders meeting, the Company shall dispatch the notice thereof to the each shareholder no later than one week before the meeting. Except for the cases of voting forms for written votes or Electronic voting, the notice shall not be required in writing.
(Omission of Procedures for Convening)
A shareholders meeting may be held without the procedures of convening it if the consent of all shareholders is obtained except for the cases of voting forms for written votes or Electronic voting.
The President of the Company shall chair a general meeting of shareholders. In the absence or disability of the President due to an accident, another Director of the Company, in an order previously determined by the President shall chair a general meeting of shareholders.
(Resolution of Shareholders Meetings)
Unless otherwise provided for in law or the articles of incorporation, the resolution of a shareholders meeting shall be made by a majority of the votes of the shareholders present at the meeting where the shareholders holding a majority of the votes of those shareholders who are entitled to exercise their votes are present.
(2) The resolutions provided in Paragraph 2, Article 309 of the Companies Act shall be made by a majority of two thirds or more of the votes of the shareholders present at the meeting where the shareholders holding a majority of one third or more of the votes of the shareholders entitled to exercise their votes at such shareholders meeting are present.
(Omission of Resolution of and Reports to Shareholders Meetings)
In cases where Directors or shareholders submit a proposal in respect of a matter which is the purpose of the shareholders meeting, if all shareholders (limited to those who may exercise their votes with respect to such matter) manifest their intention to agree to such proposal in writing or by means of Electromagnetic Records, it shall be deemed that the resolution to approve such proposal at the shareholders meeting has been made.
(2) In cases where the Directors notify all shareholders of any matter that is to be reported to the shareholders meeting, if all shareholders manifest in writing or by means of Electromagnetic Records their intention to agree that it is not necessary to report such matter to the shareholders meeting, it shall be deemed that such matter has been reported to the shareholders meeting.
Any shareholder or his/her legal representative may exercise their votes by proxy of another shareholder with voting rights or a relative. In such cases, such shareholders or proxies shall submit to the Company a document evidencing the authority for the proxy.
Minutes shall be prepared with respect to the business of the shareholders meetings pursuant to the provisions of the law.
(2) The Company shall keep the minutes referred to in the preceding paragraph at its head office for the period of ten years from the day of the shareholders meeting.
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