RNS Number:6513N
Mitsubishi Corporation
17 July 2003
June 27, 2003
(Translation)
Notice of Resolutions of 2003 Ordinary General Meeting of Shareholders
Dear Shareholders,
This is to notify you that the following matters were reported or resolved at
the ordinary general meeting of the shareholders of Mitsubishi Corporation held
today.
Matters for Reporting
Report on the balance sheet as of March 31, 2003, statement of income for fiscal
2003 (from April 1, 2002 to March 31, 2003) and business report for the same
year.
Matters for Resolution
1. To approve the proposed appropriations of retained earnings
for fiscal 2003
2. To amend in part the Articles of Incorporation
3. To authorize the acquisition of treasury stock
4. To elect ten Directors
5. To elect one Corporate Auditor
6. To grant stock acquisition rights as stock options
7. To grant remuneration to retiring Directors and a Corporate
Auditor
ATTACHMENT
DIRECTORS AND CORPORATE AUDITORS
As of June 27, 2003
Chairman of the Minoru Makihara
Board
President, CEO Mikio Sasaki
Director Koji Furukawa, Yorihiko Kojima, Masayuki Takashima,
Yukio Masuda, Susumu Kani, Takeshi Hashimoto,
Takeru Ishibashi, Shunichi Inai, Masahiro Abe, Yukio Ueno,
Hidetoshi Kamezaki, Takeshi Inoue, Ichiro Mizuno,
Takashi Nishioka, Ichiro Taniguchi, Tatsuo Arima
Senior Corporate Yuzo Shinkai
Auditor
Corporate Auditor Tsuneo Wakai, Koukei Higuchi, Manabu Ueno,
Kiyoshi Fujimura
Notes: 1. Directors total 18
Corporate Auditors total 5 (including Senior Corporate Auditor)
2. Representative Directors are underlined.
Additionally, Executive Officers as of June 27, 2003 are as follows.
President, CEO Mikio Sasaki
Senior Executive Koji Furukawa, Yorihiko Kojima, Masayuki Takashima,
Vice President Yukio Masuda,
Executive Vice Susumu Kani, Takeshi Hashimoto, Takeru Ishibashi,
President Shunichi Inai, Masahiro Abe, Motoatsu Sakurai,
Yukio Ueno, Hidetoshi Kamezaki, Takeshi Inoue,
Masao Miyamoto, Katsutoshi Takeda, Masaki Miyaji,
Ichiro Mizuno, Hisanori Yoshimura,
Senior Vice Yutaka Kasahara, Kazuo Tatsumiya, Haruo Matsumoto,
President Nobuyasu Kamei, Shunichi Imamiya, Nobuo Ikeuchi,
Yoshikuni Kanai, Shunichi Nagai, Tatsuo Sato, Hiroshi Tanaka,
Hajime Katsumura, Hiroshi Mino, Masatoshi Nishizawa,
Tsunao Kijima, Mamoru Horio, Junta Fujikawa,
Yoshiaki Katayama, Hideshi Takeuchi, Mutsumi Kotsuka,
Kimio Okano, Seiji Kato, Osamu Masuko, Ryoichi Ueda,
Ken Kobayashi, Koichi Komatsu, Kazumi Yoshimura, Jyunji Inoue
Note: Directors are underlined.
ATTACHMENT
ARTICLES OF INCORPORATION OF MITSUBISHI CORPORATION
(Amended as of June 27, 2003)
CHAPTER I General Provisions
ARTICLE I (Name of the Company)
The name of the Company shall be Mitsubishi Shoji Kabushiki Kaisha. It shall be
written in English as Mitsubishi Corporation or Mitsubishi Shoji Kaisha,
Limited.
ARTICLE II (Objectives of the Company)
The Company shall operate the following lines of business:
1. Purchase, sale and trading of the following commodities:
a. Coal, petroleum, gas, and other fuels and products processed therefrom.
b. Iron, non-ferrous metals and products processed therefrom, as well as ores
and minerals.
c. Machinery, mechanical devices, appliances and instruments (including meters
and medical equipment), vehicles, ships and aircraft as well as parts and
accessories therefor.
d. Food, liquor and other beverages, oil bearing seeds, oil and fats, resins,
tobacco, salt, and other agricultural, marine, forestry, livestock and natural
products as well as products processed therefrom.
e. Fertilizers, feed-stuffs, and raw materials therefor.
f. Textiles and raw materials therefor.
g. Lumber, lumber products as well as cement, glass and other ceramics.
h. Chemical products, cosmetics, high pressure gas and drugs (including medical
supplies, quasi-drugs, poisons, drastic medicines, gun powder and detonators,
etc.) and raw materials therefor.
i. Rubber, hide and leather, pulp, paper, and products processed therefrom, as
well as accessories and general merchandise.
2. Development, exploration, production, manufacturing, processing, waste
treatment, recovery and recycling of the commodities mentioned in the preceding
item, and forestry, as well as contracting therefor.
3. Repair, installation and erection, leasing, and maintenance of machinery,
mechanical devices, appliances and instruments, vehicles, ships, and aircraft as
well as parts and accessories therefor.
4. Acquisition, development planning, maintenance and sale of intangible
property rights such as industrial property rights, copyrights, know-how,
various kinds of systems engineering and other software.
5. Greenhouse gas emission trading
6. Business relating to gathering, processing and supplying information.
7. Telecommunications, broadcasting, advertising as well as publishing and
printing business.
8. Management of medical health facilities, hotels and other lodging
facilities, sport facilities, theaters, restaurants as well as travel business.
9. Business relating to planning and management of events.
10. Construction business as well as planning, research, surveying, designing
and supervising of construction works.
11. Purchase and sale, lease and management of real property.
12. Business relating to the generation and supply of electricity.
13. Financial business such as purchase and sale of negotiable instruments,
loans, purchase and sale of claims, guaranteeing and underwriting of
obligations, and purchase and sale of foreign exchange, etc.
14. Business relating to distribution of and advice on commodity investment.
15. Temporary personnel placement service.
16. Purchase and sale of used commodities.
17. Warehousing business.
18. Land, marine and air transportation and forwarding business.
19. Agent, broker and wholesaler of the preceding items.
20. Non-life insurance agency, insurance agency under the Automobile Liability
Security Law in Japan and life insurance solicitation-related activities.
21. Consulting in respect of preceding items.
22. All undertakings in connection with those lines of business mentioned in
the preceding items.
ARTICLE III (Location of Head Office)
The head office of the Company shall be situated at Chiyoda-ku, Tokyo, Japan.
ARTICLE IV (Method of Public Notices)
Public notices of the Company shall be placed in the Nihon Keizai Shimbun
published in Tokyo.
CHAPTER II Shares
ARTICLE V (Total Number of Shares)
The total number of shares authorized to be issued by the Company shall be two
thousand five hundred million (2,500,000,000) shares.
ARTICLE VI (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
(gUnit Stockh) shall be one thousand (1,000) shares.
The Company shall not issue share certificates indicating a number of shares
less than one unit (hereinafter "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 VII (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 VIII (Transfer Agent)
The Company shall have a transfer agent with respect to its shares.
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
notice.
The register of shareholders (herein including the register of beneficial
shareholders) and the lost share certificate register of the Company shall be
placed at the share handling office of the transfer agent, and the handling of
shares, including the entry of a transfer in the register of shareholders, the
entry or record in the register of beneficial shareholders and the lost share
certificate register and the purchase/additional purchase by the Company of
fractional shares of less than one Unit Stock, shall be carried out by the
transfer agent, not by the Company.
ARTICLE IX (Handling of Shares)
The procedures and the fees in connection with the handling of shares, including
the entry of a transfer in the register of shareholders, the entry or record in
the register of beneficial shareholders and the lost share certificate register,
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 X (Record Date)
The Company shall deem any shareholder entered or recorded in the register of
shareholders as of the close of business on the last day of each business term
to be a shareholder who is entitled to exercise his or her rights as a
shareholder at the ordinary general meeting of shareholders concerning the
closing of accounts for such business term.
Unless otherwise provided for in the preceding paragraph or elsewhere in the
Articles of Incorporation, the Company may, whenever necessary, by resolution of
the Board of Directors and by giving prior public notice, deem any shareholder
or pledgee entered or recorded in the register of shareholders as of the close
of business on a specified date to be a shareholder or pledgee who is entitled
to exercise his or her rights as a shareholder or pledgee.
CHAPTER III General Meeting of Shareholders
ARTICLE XI (Convening of General Meeting of Shareholders)
An ordinary general meeting of shareholders shall be convened in June of each
year, and an extraordinary general meeting of shareholders shall be convened
from time to time, whenever necessary.
ARTICLE XII (Chairman)
The President and Chief Executive Officer shall convene a general meeting of
shareholders and shall assume its chairmanship. In case, however, the President
and Chief Executive Officer is prevented by unavoidable circumstances from so
acting, or in case the post of the President and Chief Executive Officer is
vacant, one of the other Directors shall act in his stead, according to the
order as decided by the Board of Directors.
ARTICLE XIII (Exercise of Voting Right by Proxy)
A shareholder may appoint another shareholder having voting right to be his
proxy in order to exercise his voting right.
ARTICLE XIV (Resolution)
A special resolution by a general meeting of shareholders (which refers to a
resolution stipulated in Article 343 of the Commercial Code of Japan) shall be
adopted when, at a general meeting of shareholders where shareholders with
voting rights surpassing 1/3 of the aggregate voting rights of the total
shareholders are present, it is approved by a vote of 2/3 or more of the voting
rights present.
All resolutions other than those provided for in the preceding paragraph shall
be adopted by a majority vote of the shareholders present, unless otherwise
provided for by laws or ordinances or by the Articles of Incorporation.
CHAPTER IV Directors, Board of Directors and Executive Officers
ARTICLE XV (Election of Directors)
Directors shall be elected at a general meeting of shareholders.
With respect to the resolutions for the election provided for in the preceding
paragraph, the attendance of shareholders owning not less than one-third of the
total number of voting rights shall be required.
The resolutions for the election of Directors shall not be conducted by
cumulative voting.
ARTICLE XVI (Term of Office of Directors)
The term of office of each of the Directors shall expire at the close of the
ordinary general meeting of shareholders held for the latest settlement of
accounts within two years from assumption of office.
ARTICLE XVII (Representative Directors and Directors in Title)
By resolution of the Board of Directors, Representative Directors shall be
appointed.
Each of the Representative Directors shall represent the Company severally and
shall administer the affairs of the Company in accordance with resolutions of
the Board of Directors.
By resolution of the Board of Directors, the Chairman of the Board of Directors,
the Vice Chairman of the Board of Directors, and the President and Chief
Executive Officer may be appointed.
ARTICLE XVIII (Convening of Meetings of the Board of Directors)
The Chairman of the Board of Directors shall convene a meeting of the Board of
Directors and shall assume its chairmanship. In case, however, the Chairman of
the Board of Directors is prevented by unavoidable circumstances from so acting,
or in case the post of the Chairman of the Board of Directors is vacant, one of
the other Directors shall act in his stead, according to the order as decided by
the Board of Directors.
Each of the Directors and Corporate Auditors shall be notified of a meeting of
the Board of Directors at least three (3) days before the date set for such
meeting.
ARTICLE XIX (Remuneration for Directors)
Remuneration for Directors shall be decided by resolution of a general meeting
of shareholders.
ARTICLES XX (Reduction in Liabilities of Directors)
The Company may exempt directors from their liabilities within the limits of
laws or ordinances, pursuant to a resolution by the Board of Directors (refers
to a resolution based on Article 266-12 of the Commercial Code of Japan).
The Company may conclude an agreement with its external directors on limiting
his or her liabilities to the higher of the following two amounts: a preset sum
above 10 million JPY or a sum fixed by laws or ordinances (refers to an
agreement based on Article 266-19 of the Commercial Code of Japan).
ARTICLES XXI (Executive Officers)
By resolution of the Board of Directors, Executive Officers to carry out certain
assigned duties of the Company may be appointed.
By resolution of the Board of Directors, the President and Chief Executive
Officer may be appointed among Representative Directors, and the Senior
Executive Vice Presidents, Executive Vice Presidents and other Executive
Officers may be appointed.
CHAPTER V Corporate Auditors and Board of Corporate Auditors
ARTICLE XXII (Election of Corporate Auditors)
Corporate Auditors shall be elected at a general meeting of shareholders.
With respect to the resolution for the election provided for in the preceding
paragraph, the attendance of shareholders owning not less than one-third of the
total number of voting rights shares shall be required.
ARTICLE XXIII (Term of Office of Corporate Auditors)
The term of office of each of the Corporate Auditors shall expire at the close
of the ordinary general meeting of shareholders held for the latest settlement
of accounts within four years from assumption of office.
ARTICLE XXIV (Full-time Corporate Auditors and Senior Corporate Auditors)
Full-time Corporate Auditors shall be elected by mutual election of Corporate
Auditors, and Senior Corporate Auditors may be elected from the full-time
Corporate Auditors.
ARTICLE XXV (Convening of Meetings of the Board of Corporate Auditors)
Each of the Corporate Auditors shall be notified of a meeting of the Board of
Corporate Auditors at least three (3) days before the date set for such meeting.
ARTICLE XXVI (Remuneration for Corporate Auditors)
Remuneration for Corporate Auditors shall be decided by resolution of a general
meeting of shareholders.
ARTICLE XXVII (Reduction in Liabilities of Corporate Auditors)
The Company may exempt its Corporate Auditors from their liabilities within the
limit of laws and ordinances based on a resolution of the Board of Directors
(refers to a resolution pursuant to the provisions of Article 266-12 of the
Corporate Code, which is applied with reference to Article 280-1 of the
Commercial Code of Japan).
CHAPTER VI Accounts
ARTICLE XXVIII (Business Term and Settlement of Accounts)
The business term of the Company shall begin on April 1 of each year and end on
March 31 of the following year.
The settlement of accounts shall be made at the end of each business term.
ARTICLE XXIX (Dividends)
Dividends on shares for each business term shall be distributed to those
shareholders or pledgees who are entered or recorded in the register of
shareholders as of the close of business on the last day of each business term.
ARTICLE XXX (Interim Dividends)
The Company may, by resolution of the Board of Directors, pay interim dividends,
which mean the cash distributed pursuant to the provisions of Article 293-5 of
the Commercial Code of Japan (hereinafter called ginterim dividendsh), to those
shareholders or pledgees who are entered or recorded in the register of
shareholders as of the close of business on September 30 of each year.
ARTICLE XXXI (Period of Exclusion of Payment of Dividends and Interim Dividends)
The Company may, by resolution of the Board of Directors, pay interim dividends,
which mean the cash distributed pursuant to the provisions of Article 293-5 of
the Commercial Code of Japan (hereinafter called interim dividends), to those
shareholders or pledgees who are entered or recorded in the register of
shareholders as of the close of business on September 30 of each year.
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