February 7, 2007 − At a meeting held today, the Board of Directors of Kirin Brewery Company, Limited ("Kirin") resolved to table a proposition, Partial Amendmend to the Articles of Incorporation , at Kirin's 168th general meeting of shareholders scheduled for March 28, 2007. Details are as follows.
1. Reasons for the amendments
(1) Subject to approval at the scheduled 168th general meeting of shareholders of a proposition, Absorption-type Corporate Split , to be tabled at that meeting, on July 1, 2007 the Company will transfer the domestic alcohol beverages business, pharmaceuticals business, and business of common support functions to three wholly owned subsidiaries through an absorption-type corporate split, and become a holding company. On the same date, the name of the Company will change to Kirin Holdings Company, Limited. Concomitantly, the trade name and purposes of the Company as stipulated in Article 1 and Article 2 of the Articles of Incorporation will be amended and the maximum number of Directors stipulated in Article 22 will be decreased to twelve (12). Further, additions shall be made to the purposes of the Company stipulated in Article 2 in order to clearly define the outline of businesses in line with the present situation of the businesses of Kirin Group.
(2) The "Corporation Law" (Law No. 86 of 2005), the "Ordinance for Enforcement of the Corporation Law" ( Ordinance of the Ministry of Justice No. 12 of 2006 ) and the "Ordinance for Corporate Accounting" (Ordinance of the Ministry of Justice No. 13 of 2006) came into effect on May 1, 2006. In accordance with these new laws and ordinances, the Company proposes the addition of two new articles, Article 10 and Article 17, to the Articles of Incorporation, to provide for the rights to fractional share units and to enable provision via the internet of reference documents for general meetings of shareholders. The Company also proposes necessary amendments to Article 18 to provide for the number of proxies and the submission of written documents certifying the power of representation when exercising voting rights.
(3) Along with the additions of new articles resulting from the amendments described in (2) above, Article 10 and subsequent Articles of the current Articles of Incorporation will be renumbered accordingly.
2. Details of amendments
Details of the proposed amendments are provided on the attached reference pages.
3. Schedule
General meeting of shareholders to approve amendments to Articles of Incorporation:
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Wednesday, March 28, 2007
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Effective date of amendments to the Articles of Incorporation:
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Wednesday, March 28, 2007 |
The amendments to Article 1 and Article 2 shall be effective as of July 1, 2007, on the condition that the proposition, Absorption-type Corporate Split , is approved at the general meeting of shareholders on March 28, 2007 and that the absorption-type corporate split becomes effective.
[For reference: Details of proposed amendments]
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