Mitsubishi Corporation has announced that at a regular meeting of the Board of Directors held on May 15, 2009, a resolution was passed to submit a motion for seeking the approval of partial change of the Article of Incorporation to the ordinary general meeting of shareholders for the fiscal year ended March 31, 2009, scheduled to be held on June 24, 2009. Details are as follows.

 

1. Reasons of Changes

(1)    The Company proposes adding business objectives to “Article II: Objectives of the Company” of the present Articles of Incorporation to clarify business activities to reflect the Company’s current operations.

(2)    Following the enforcement of the “Law for Partial Amendments to the Law Concerning Book-Entry Transfer of Corporate Bonds and Other Securities for the Purpose of Streamlining the Settlements of Trades of Stocks and Other Securities” (Law No.88 of 2004), the shares of publicly listed companies in Japan were converted to electronic share certificates on January 5, 2009. For this reason, the Company proposes deleting paragraphs and wording, as well as making necessary amendments to provisions in the present Articles of Incorporation relating to physical share certificates, beneficial shareholders and the register of beneficial shareholders, and related provisions. The Company also proposes establishing a supplementary provision for a transitional measure relating to the lost share certificate register.

(3)    Due to the proposed changes in (2) above, the Company proposes renumbering Articles XIV through XXXVI in the present Articles of Incorporation as Articles XII through XXXIV.

 

2. Contents of Changes

Specific Contents of changes are as shown in the attached sheets (altered portions are indicated with underlines).

 

3. Schedule

Date of general meeting of shareholders for changing the Article of Incorporation: June 24, 2009

Effectuation date of Article of Incorporation changes:                       June 24, 2009

（Attachment）

Present Articles of Incorporation

Proposed Amendments

ARTICLE II (Objectives of the Company) The Company shall operate the following lines of business: 1. |       (omitted) 11. 12.Business relating to the generation and supply of electricity.     (Established) 13. |      （omitted） 22.   ARTICLE VIII (Issuance of Share Certificates) The Company shall issue certificates of its shares.   ARTICLE IX (Number of shares constituting One Unit, non-issuance certificates indicating fractions of One Unit and the additional purchase of certificates indicating fractions of One Unit)   The number of shares which will constitute one unit of the shares of the Company (“Unit Stock”) shall be one hundred (100) shares.   Notwithstanding the provision in the preceding Article, the Company shall not issue share certificates indicating Fractional Shares less than One Unit of Stock, unless the Company deems such issuance necessary.   A shareholder (herein including any beneficial shareholder) may ask the Company to sell its shares constituting One Unit in exchange for fractions of One Unit stock, which, when added, constitute One Unit.

ARTICLE II (Objectives of the Company) The Company shall operate the following lines of business: 1. |      （Same as at Present） 11. 12.Power generation business and business relating to the supply of electricity, steam and other energy sources. 13.Business relating to the treatment and supply of water. 14. |     （Same as at present 13.～22.） 23.   （Deleted）     ARTICLE VIII (Number of shares constituting One Unit and the additional purchase of certificates indicating fractions of One Unit)     The number of shares which will constitute one unit of the shares of the Company (“Unit Stock”) shall be one hundred (100) shares.   （Deleted）           A shareholder may ask the Company to sell its shares constituting One Unit in exchange for fractions of One Unit stock, which, when added, constitute One Unit.

 

 

Present Articles of Incorporation

Proposed Amendments

ARTICLE X (Rights of Shareholders Holding Fractions of One Unit of Stock) A shareholder of the Company cannot exercise any rights other than those shown hereunder for his or her fractions of shares of less than One Unit of Stock: 1. Rights shown in the Corporate Law, Article 189, Paragraph 2, items thereof. 2. Rights to request acquisition of shares combined with acquisition claims. 3. Rights to receive allotment of owner-invited shares or owner-invited Stock Acquisition Rights. 4. Rights to make requests as provided for in the preceding Article, Paragraph 3.   ARTICLE XI (Denominations of Share Certificates) Denominations of share certificates to be issued by the Company shall be decided by resolution of the Board of Directors.     ARTICLE XII (Transfer Agent) The Company shall have a transfer agent.   The transfer agent and its office at which the Company shares are handled shall be determined by the Board of Directors, and shall be announced by public notices.   Maintaining and custody of the register of shareholders (herein including the register of beneficial shareholders), the original register of Stock Acquisition Rights and the lost share certificate register of the Company shall be entrusted to the transfer agent, and the Company shall not implement these activities.

ARTICLE IX (Rights of Shareholders Holding Fractions of One Unit of Stock) A shareholder of the Company cannot exercise any rights other than those shown hereunder for his or her fractions of shares of less than One Unit of Stock: 1. Rights shown in the Corporate Law, Article 189, Paragraph 2, items thereof. 2. Rights to request acquisition of shares combined with acquisition claims. 3. Rights to receive allotment of owner-invited shares or owner-invited Stock Acquisition Rights. 4. Rights to make requests as provided for in the preceding Article, Paragraph 2.   (Deleted)           ARTICLE X (Transfer Agent) The Company shall have a transfer agent.   The transfer agent and its office at which the Company shares are handled shall be determined by the Board of Directors, and shall be announced by public notices.   Maintaining and custody of the register of shareholders and the original register of Stock Acquisition Rights of the Company shall be entrusted to the transfer agent, and the Company shall not implement these activities.

 

 

Present Articles of Incorporation

Proposed Amendments

ARTICLE XIII (Handling of Shares) The procedures and the fees in connection with the handling of shares, including the entry or record in the register of shareholders, the lost share certificate register and the original register of Stock Acquisition Rights, and the purchase and additional purchase by the Company of fractional shares of less than One Unit stock, shall be decided by the Board of Directors taking into consideration general practices.   ARTICLE XIV～ARTICLE XXXVI   (Omitted)       (Established)

ARTICLE XI (Handling of Shares) The procedures and the fees in connection with the handling of shares, including the entry or record in the register of shareholders and the original register of Stock Acquisition Rights, and the purchase and additional purchase by the Company of fractional shares of less than One Unit stock, shall be decided by the Board of Directors taking into consideration general practices.   ARTICLE XII～ARTICLE XXXIV (Same as present ARTICLE XIV～ARTICLE XXXVI)     Supplementary Provision (Transitional Measure Regarding the Lost Share Certificate Register of the Company) Maintaining and custody of the lost share certificate register of the Company shall be entrusted to the transfer agent, and the Company shall not implement these activities. This supplementary provision shall be eliminated on January 6, 2010.