Millea Holdings, Inc.
2-1 Marunouchi 1-chome, Chiyoda-ku, Tokyo
TSE code number: 8766
Millea Holdings, Inc. (the "Company") announced that, at the meeting of the Board of Directors held on May 24, 2006, it resolved to propose for approval at the 4th Ordinary General Meeting of Shareholders to be held on June 28, 2006 amendments to the Articles of Incorporation as set forth below.
The Company intends to propose that certain amendments be made to the Articles of Incorporation as of June 28, 2006, September 30, 2006 and October 2, 2006, respectively.
Proposals for amendments as of June 28, 20061. Reasons for the amendments
| (1) | In accordance with the enforcement of the Corporation Law (Law No. 86, 2005), Law for Maintenance, etc. of Relevant Laws relating to the Enforcement of the Corporation Law (Law No. 87, 2005, hereinafter referred to as the "Maintenance Law"), Enforcement Regulations of the Corporation Law (Ministry of Justice Ordinance No. 12, 2006) and Regulations for Financial Statements of Corporations (Ministry of Justice Ordinance No. 13, 2006) on May 1, 2006, the Company intends to amend the Articles as follows. (i) Certain Articles are inserted or amended to reflect the changes which are deemed to have been made at the time of enforcement of the Corporation Law. (Article 4, Article 8 and Article 10, paragraph 1.) (ii) As the restriction regarding the venue of general meetings of shareholders was abolished, an Article is amended so that general meetings of shareholders may be convened within any of the wards of the Metropolis of Tokyo. (Article 14, paragraph 2.) (iii) In order to diversify the means to provide information to shareholders, a new Article is inserted to the effect that the Company may be deemed to have provided shareholders with necessary information required to be described or presented in reference materials for general meetings of shareholders, business reports and non-consolidated and consolidated financial statements, if it is disclosed via the Internet. (Article 16.) (iv) An Article is amended to stipulate the number of proxy through whom a shareholder may exercise his/her voting rights. (Article 18.) (v) In order to make timely decisions at the Board of Directors of the Company, a new paragraph is inserted so that if and when all of the Directors express their approval in writing or by electronic means with respect to any matter to be resolved by the Board of Directors, and when none of the corporate auditors raises an objection thereto, it shall be deemed as a valid resolution of the Board of Directors to approve such matter. (Article 25, paragraph 2.) (vi) In order to facilitate the appointment of suitable persons as outside directors and outside corporate auditors and their fulfillment of their roles, new Articles are inserted so that the Company may enter into an agreement with outside directors and outside corporate auditors to limit their liability in accordance with the provisions of Article 427, paragraph 1 of the Corporation Law. (Article 27 and Article 36.) Each of the corporate auditors has given consent to the insertion of Article 27. (vii) Since the powers of the Board of Directors and those of corporate auditors are evident by Article 362, paragraph 2 and Article 390, paragraph 2 of the Corporation Law, current Articles 20 and 29 of the Articles of Incorporation are deleted entirely. (viii) Other necessary amendments are made, such as changes in terminology and quotations in accordance with the Corporation Law, changes in words and phrases and renumbering of Articles. |
| (2) | In order to enhance accessibility and efficiency of the Company's public notices, an Article is amended so that the Company’s public notices shall be given by electronic means, except in the event that electronic public notices cannot be provided due to an accident or other unavoidable circumstances, in which case other means of public notices will be utilized. |
| (3) | An Article is amended to reflect a decrease in the number of shares authorized to be issued, due to the cancellation of 40,000 shares of the Company's common stock on March 28, 2006. (Article 6.) |
2. Details of the amendments The details of the amendments are as shown in
appendix 1.(PDF:46.5 KB)
3. Schedule for the amendments The date of the General Meeting of Shareholders: June 28, 2006.
Effective date of the amendments: June 28, 2006.
Proposals for amendments as of September 30, 2006 and October 2, 20061. Reasons for the amendments In order to broaden investor base through lowering the unit price of the shares and to facilitate investment activities, the Company resolved as follows at the meeting of its Board of Directors held on May 19, 2006.
| (1) | A one to five hundred stock split shall be made for its shares of common stock as of September 30, 2006 and the Articles of Incorporation of the Company shall be amended to the effect that the total number of shares authorized to be issued by the Company shall be 3,300,000,000 shares as of the same date. |
| (2) | Simultaneously with the above stock split, a unit share system shall be introduced. One unit of shares of the Company shall consist of 500 shares, and a new Article shall be inserted in its Articles of Incorporation to that effect. |
| (3) | An Article shall be amended to the effect that the number of shares constituting one unit of shares shall be 100 shares as of October 2, 2006. |
The changes described in (1), (2) and (3) above can be effected by the resolutions of the Board of Directors pursuant to Article 183, Article 184, paragraph 2, Article 191 and Article 195, paragraph 1 of the Corporation Law. In addition to these changes, other amendments to the Articles of Incorporation shall be made in order to reflect the changes which are deemed to have been made in accordance with Article 86, paragraph 2 of the Maintenance Law, and to accomodate the introduction of the unit share system.
2. Details of the amendments The details of the amendments are as shown in
appendix 2.(PDF:31.2 KB)
3. Schedule for the amendments The date of the General Meeting of Shareholders: June 28, 2006.
Effective date of the amendments: September 30, 2006 and October 2, 2006