ProtoPROTO CORPORATION


News ReleaseNews Release

May 8, 2015
Notice Regarding the Partial Revision of the Articles of Incorporation

At the Board of Directors' Meeting held on May 8, 2015, PROTO CORPORATION ("the Company") resolved that "the partial revision of the Articles of Incorporation" will be discussed at the 37th Ordinary General Meeting of Shareholders held on June 26, 2015. The details are as below.
1.Purpose of the Revision

(1)In consideration of the future development of the business of the Company and its subsidiaries, necessary revisions to Article 2 (Purpose) of the Articles of Incorporation will be made.

(2)As the "Law for amending part of the Companies Act" (Law No. 90 in 2014) enforced on May 1, 2015 stipulates that a contract for the limitation of liability may be concluded also between a director who is not an operating officer and an auditor in accordance with the articles of incorporation, we plan to revise Article 28 (Exemption from Liability for Directors) and Article 38 (Exemption from Liability for Auditors) so that the directors and auditors will be able to fulfill their expected roles to a sufficient degree and also that competent personnel will be secured continuously. As for the revision to Article 28 (Exemption from Liability for Directors) of the current articles of incorporation, we have already obtained the consent of all auditors.

(3)According to the "Law for amending part of the Companies Act" (Law No. 90 in 2014) enforced on May 1, 2015, the number of provisions regarding the qualifying round of fill-in directors changed, and so we plan to revise Article 33 (Term of Auditors) of the current articles of incorporation.

2.Details of the Revision

The contents of the revision are as follows:

(Amended portions are underlined)
Current Articles of Incorporation Proposed Revision
Article 2 (Purpose)
The purpose of the Company shall be to engage in the following business activities.
(1) to (5) (Omitted)
(6) Businesses regarding the repair, appraisal, test of vehicles,and brokerage therefor

(7) to (10) (Omitted)
  (New)
(11) to (16) (Omitted)
   
Article 3 to 27 (Omitted)
Article 28 (Exemption from Liability for Directors)
  (Omitted)
  (New)
   
   
   
   
   
   
   
   
   
Article 29 to 32 (Omitted)
Article 33 (Term of Auditors)
1 (Omitted)
2 (Omitted)
3 A resolution to appoint a fill-in auditor in accordance with Article 329, Section 2 of the Companies Act shall be effective until the end of the annual meeting of shareholders for the last fiscal year ending within four years after appointment.
4 (Omitted)
Article 34 to 37 (Omitted)
Article 38 (Exemption from Liability for Auditors)
  (Omitted)
  (New)
   
   
   
   
   
   
   
   
Article 39 to 47 (Omitted)
Article 2 (Purpose)
(Not revised)
(1) to (5) (Not revised)
(6) Businesses regarding the repair, maintenance, inspection, appraisal, test, assembly/disassembly of parts, and brokerage therefor
(7) to (10) (Not revised)
(11) Warehousing and warehouse management businesses
(12) to (17) (Not revised)
Article 3 to 27 (Not revised)
Article 28 (Exemption from Liability for Directors)
1 (Not revised)
2 The company may conclude a contract for limiting liability due to the act mentioned in Article 423, Section 1 of the Companies Act with directors (excluding those who are operating officers or the like), provided, however, that the upper limit of liability based on said contract shall be the minimum liability amount specified by law.
Article 29 to 32 (Not revised)
Article 33 (Term of Auditors)
1 (Not revised)
2 (Not revised)
3 A resolution to appoint a fill-in auditor in accordance with Article 329, Section 3 of the Companies Act shall be effective until the end of the annual meeting of shareholders for the last fiscal year ending within four years after appointment.
4 (Not revised)
Article 34 to 37 (Not revised)
Article 38 (Exemption from Liability for Auditors)
1 (Not revised)
2 The company may conclude a contract for limiting liability due to the act mentioned in Article 423, Section 1 of the Companies Act with an auditor, provided, however, that the upper limit of liability based on said contract shall be the minimum liability amount specified by law.
Article 39 to 47 (Not revised)
3. Time Schedule
Date of the 37th Ordinary General Meeting of Shareholders: June 26, 2015
Effective date: June 26, 2015




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