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:
3. Time Schedule
Date of the 37th Ordinary General Meeting of Shareholders: June 26, 2015
Effective date: June 26, 2015
