Fuji Media : Notice of Partial Changes to the Articles of Incorporation(34kb)
June 04, 2015 at 04:58 am EDT
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(Translation)
May 14, 2015
Company name: Fuji Media Holdings, Inc. Representative: Hideaki Ohta, President and
Representative Director
(Code No. 4676, 1st section of Tokyo Stock Exchange) Person to contact: Akihiro Arai, Senior Executive Director
of General Affairs Department
Telephone: +81-3-3570-8000 (key)
Notice of Partial Changes to the Articles of Incorporation
Fuji Media Holdings, Inc., at a meeting of its Board of Directors held today, decided to place a proposal for changes to the Articles of Incorporation on the agenda for the 74th Ordinary General Meeting of Shareholders scheduled for June 25, 2015. Details are as follows.
1. Reason for the Changes
With the enforcement of the Act to Amend Portions of the Companies Act (Act No. 90 of FY2014) on May 1, 2015, it became possible to conclude liability limitation agreements with directors who are not engaged in the execution of business and with corporate auditors who are not outside company auditors. With this, portions of Article 28 and Article 37 of the Articles of Incorporation are being revised to facilitate the invitation of talented, suitable personnel, and so they can fully manifest their expected roles. The change to Article 28 has received the consent of each company auditor.
2. Contents of the Changes
The contents of the changes are as on the attachment.
3. Schedule for the Changes
(1) Scheduled date of the General Meeting of Shareholders
to change the Articles of Incorporation June 25, 2015 (Thursday) (2) Effective date for the changes
to the Articles of Incorporation June 25, 2015 (Tuesday)
1
ATTACHMENT
Content of the Changes
(Underlines indicate changed portions)
Current Articles of Incorporation
Proposed Changes to the Articles of
Incorporation
Article 1 ~ Article 27
(text omitted)
(Agreements Limiting Liability of External
Directors) Article 28
The Company may conclude agreements with external directors pursuant to Article 427, Paragraph 1, of the Companies Act limiting the liability specified in Article 423, Paragraph 1, of the Companies Act, provided, however, that the minimum amount of liability pursuant to such agreements shall be an amount of ten (10) million yen or more specified in advance or the amount specified by law, whichever is larger.
Article 29 ~ Article 36
(text omitted)
(Agreements Limiting Liability of External
Corporate Auditors) Article 37
The Company may conclude agreements with external corporate auditors pursuant to Article
427, Paragraph 1, of the Companies Act limiting the liability specified in Article 423, Paragraph 1, of the Companies Act, provided, however, that the minimum amount of liability pursuant to such agreements shall be an amount of ten (10) million yen or more specified in advance or the amount specified by law, whichever is larger.
Article 38 ~ Article 41
(text omitted)
Article 1 ~ Article 27
(no changes) (Agreements Limiting Liability of Directors)
Article 28
The Company may conclude agreements with directors (excluding executive directors, etc) pursuant to Article 427, Paragraph 1, of the Companies Act limiting the liability specified in Article 423, Paragraph 1, of the Companies Act, provided, however, that the minimum amount of liability pursuant to such agreements shall be an amount of ten (10) million yen or more specified in advance or the amount specified by law, whichever is larger.
Article 29 ~ Article 36
(no changes)
(Agreements Limiting Liability of Corporate
Auditors) Article 37
The Company may conclude agreements with corporate auditors pursuant to Article 427, Paragraph 1, of the Companies Act limiting the liability specified in Article 423, Paragraph 1, of the Companies Act, provided, however, that the minimum amount of liability pursuant to such agreements shall be an amount of ten (10) million yen or more specified in advance or the amount specified by law, whichever is larger.
Fuji Media Holdings Inc is a Japan-based company engaged in the core broadcasting business, the media and content business, and the urban development and tourism business. The Company operates in two business segments. The Media and Content segment is engaged in the production of broadcast programs, movies, anime, games and events, the sale of video and music software, the publication of music, magazines and newspapers, as well as television broadcasting, radio broadcasting, mail order sales and advertising business. The Urban Development and Tourism segment engages in the rental and sale of residences, offices and logistics facilities, the operation of hotels and marine leisure facilities, as well as events and interior decoration and building management business. The Company also engages in movable property leasing and product sales, software development, and restaurants and shops business.
FUJI MEDIA HOLDINGS, INC. 
