Trend Micro Notice on the Amendments of the part of the Articles of Incorporation
Tokyo, Japan – February 17, 2009 - Trend Micro (TSE: 4704), a leader in network antivirus and Internet content security software and services, today resolved at a meeting of its Board of Directors to obtain an authorization by shareholder resolution to be adopted at the 20th ordinary General Meeting of Shareholders scheduled to be held on March 25, 2009, for the Amendment of the part of the Articles of Incorporation, as discussed under the agendum below.1. Reason for Amendment
(1) Upon enforcement of the Act for Partial Amendments to Act concerning Transfer of Corporate Debt Securities, etc. and Others for Streamlining Settlement of Transactions in Stocks, etc. (Act No. 88 of 2004, the “Settlement Streamlining Act”), the Company will amend the current Articles of Incorporation as follows.
① Pursuant to Article 6 of the supplementary provisions of the Settlement Streamlining Act, the Company is deemed to have resolved the amendment of the Articles of Incorporation by abolishing the provisions for the issuance of share certificates as of the enforcement date of the share dematerialisation (5 January 2009), we will delete Article 7 (Issuance of Share Certificates) as well as delete and amend the language regarding share certificates.
② Upon abolishment of the Act concerning Central Securities Depository and Book-Entry Transfer of Stock Certificates and Other Securities, we will delete and amend the language regarding beneficial shareholders and register of beneficial shareholders in the provisions of the Articles of Incorporation of the Company.
③ Since the register of loss of share certificates is required to be prepared and kept by the day on which one year lapses reckoning from the day following the enforcement date of the Settlement Streamlining Act, we will establish a required supplementary provision.
④ We will add, delete and amend any other required provisions and language.
(2) For agile management of the Board of Directors, the convener of the meetings of the Board of Directors and Chairman as provided for in Article 23 of the Articles of Incorporation will be changed from the Chairman and Director to the Chairman and Director and any Director nominated by the Chairman and Director.
2. Description of Amendment
The description of amendment is set forth exhibit.
3. Schedule
The 20th Ordinary General Meeting of Shareholders March 25, 2009 Effective date of the Amendments March 25, 2009
Current Articles of Incorporation | Proposed Amendment |
Article 7 (Issuance of Share Certificates) The Company shall issue share certificates with respect to its shares. | (delete)
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Article 8 (abbreviate) | Article 7 (abbreviate) |
Article 9 (Number of Shares Constituting a Full Unit and Non-issuance of Share Certificates Representing less than a Full Unit) (abbreviate) (b) Notwithstanding the provision of Article 7, the Company shall not issue any share certificates with respect to shares representing less than a full unit unless otherwise provided for in the Share Handling Regulations. | Article 8 (Number of Shares Constituting a Full Unit) (remain the same) (delete)
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Article 10 (Rights Relating to Shares of Less than a Full Unit) The shareholders of the Company (including beneficial shareholders, hereinafter the same) shall be entitled to exercise their rights other than those set forth below with respect to the shares of less than a full unit held by them: (1) (abbreviate) (2) (abbreviate) (3) (abbreviate) | Article 9 (Rights Relating to Shares of Less than a Full Unit) The shareholders of the Company shall be entitled to exercise their rights other than those set forth below with respect to the shares of less than a full unit held by them: (remain the same) (remain the same) (remain the same)
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Article 11 (Transfer Agent (Kabunushi Meibo Kanrinin) (a) (abbreviate) (b) (abbreviate) (c) The Company shall not prepare and keep the register of shareholders (including register of beneficial shareholders, hereinafter the same), the register of stock acquisition rights and the register of loss of share certificates of the Company nor handle other matters concerning the register of shareholders, the register of stock acquisition rights and the register of loss of share certificates. The Company shall delegate such matters to the transfer agent (Kabunushi Meibo Kanrinin). | Article 10 (Transfer Agent (Kabunushi Meibo Kanrinin) (remain the same) (remain the same) (delete)
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From Article 12 to Article 22 (abbreviate） | From Article 11 to Article 21（remain the same） |
Article 23(Convene of Meeting of the Board of Directors and Chairman) (a) Unless otherwise provided by laws and ordinances, the Chairman and Director shall convene the meetings of the Board of Directors and act as chairman. (b) When the Chairman and Director is unable to so act, another Director shall convene the same and act as chairman in accordance with an order predetermined by resolution of the Board of Directors.
| Article 22(Convene of Meeting of the Board of Directors and Chairman) (a) Unless otherwise provided by laws and ordinances, the Chairman and Director or any Director nominated by the Chairman and Director shall convene the meetings of the Board of Directors and act as chairman. (b) When the Chairman and Director and the Director nominated in the preceding paragraph is unable to so act, another Director shall convene the same and act as chairman in accordance with an order predetermined by resolution of the Board of Directors. |
From Article 24 to Article 41 (abbreviate） | From Article 23 to Article 40 (remain the same） |
(New) | (Supplementary provision) Article 1 The Company shall not prepare and keep the register of loss of share certificates of tha Company nor handle other matters concerning the register of loss of share certificates. The Company shall delegate such matters to the transfer agent (Kabunushi Meibo Kanrinin) Article 2 The matters cocerning the register of loss of share certificates shall be governed by the Share Handling Regulations established by resolution of th Board of Directors in addition to applicable laws and ordinances of these Articles of Incorporation. Article 3 The Supplementary provisions from Article 1 to Article 3 shall be deleted automatically on January 6, 2010. |
About Trend Micro:
Trend Micro Incorporated (TSE: 4704), a global cloud security leader, creates a world safe for exchanging digital information with its Internet content security and threat management solutions for businesses and consumers. A pioneer in server security with over 20 years' experience, we deliver top-ranked client, server and cloud-based security that fits our customers' and partners' needs, stops new threats faster, and protects data in physical, virtualized and cloud environments. Powered by the Trend Micro™ Smart Protection Network™ cloud security infrastructure, our industry-leading cloud-computing security technology, products and services stop threats where they emerge, on the Internet, and are supported by 1,000+ threat intelligence experts around the globe.
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