ANA Holdings Inc Partial Amendments to Articles of Incorporation (6149N)

TIDMANA

RNS Number : 6149N

ANA Holdings Inc

19 May 2015

May 19, 2015

 
 Company name:     ANA HOLDINGS INC. 
 Representative:   Shinya Katanozaka, President 
                    &CEO 
                   (Code No: 9202 TSE 1st Section) 
 Inquiries:        Yuzo Hara, Director of 
                    Corporate Communication 
                    office 
                    General Administration & 
                    CSR Promotion 
                   (Tel. [phone]) 
 

Notification of the Partial Amendments to the Articles of Incorporation

ANA HOLDINGS INC.("Company") resolved in its meeting of the board of directors held on May 19, 2015 to propose an item of business concerning the Partial Amendment to the Articles of Incorporation for approval at the 70th Ordinary General Meeting of Shareholders to be held on June 29, 2015. Details are as follows.

1. Reason for amendment to the Articles of Incorporation

Pursuant to the Act for Partial Amendment to the Companies Act (Act No.90 of 2014) enacted as of May 1, 2015, directors other than executive directors, etc. and corporate auditors other than external corporate auditors were also allowed to enter into an agreement with respect to limitation of liability. Accordingly, certain amendments are made to Article 29, Paragraph 2 and Article 35, Paragraph 2 of the Companyfs Articles of Incorporation in order to enable the directors and corporate auditors who were newly allowed to enter into such agreements to fully perform their expected roles. Please note that consent from each corporate auditor concerning the amendment to Article 29, Paragraph 2 of the Articles of Incorporation has been obtained.

2. Details of amendment

Please see Exhibit for details of the amendments.

3. Schedule

 
 Date of general meeting of shareholders 
  for the amendment to the Articles          June 29, 2015 (Monday) (as 
  of Incorporation:                          scheduled) 
 Effective date of amended Articles        June 29, 2015 (Monday) (as 
  of Incorporation:                         scheduled) 
 

END

***********************************************************

This document has been translated from the original Japanese version for reference purposes only. In the event of any discrepancy between this translated document and the original Japanese version, the latter shall prevail in all respects.

Exhibit

(Amended sections are underlined)

 
      Current Articles of Incorporation                   Proposed amendment 
--------------------------------------------  ------------------------------------------ 
           Article 29. (Exemption from                   Article 29. (Exemption from 
            Directorsf Liability)                         Directorsf Liability) 
            The Company may, by a resolution              (As is) 
            of the Board of Directors, 
            exempt directors (including 
            a person who was a director) 
            from their liabilities for 
            their acts stipulated under 
            Article 423, paragraph 1 of 
            the Company Law to the extent 
            permitted by law, in accordance 
            with the provision under Article 
            426, paragraph 1 of the Company 
            Law. 
--------------------------------------------  ------------------------------------------ 
 (2) The Company may enter into                (2) The Company may enter into 
  an agreement with external                    an agreement with directors 
  directors with respect to limitation          (excluding those who are executive 
  of liability for their acts                   directors, etc.) with respect 
  stipulated under Article 423,                 to limitation of liability 
  paragraph 1 of the Company                    for their acts stipulated under 
  Law in accordance with the                    Article 423, paragraph 1 of 
  provision under Article 427,                  the Company Law in accordance 
  paragraph 1 of the Company                    with the provision under Article 
  Law, provided, however, that                  427, paragraph 1 of the Company 
  the limitation of liability                   Law, provided, however, that 
  under such agreement shall                    the limitation of liability 
  be limited to the extent permitted            under such agreement shall 
  by law.                                       be limited to the extent permitted 
                                                by law. 
--------------------------------------------  ------------------------------------------ 
           Article 35. (Exemption from                   Article 35. (Exemption from 
            Corporate Auditorsf Liability)                Corporate Auditorsf Liability) 
            The Company may, by a resolution              (As is) 
            of the Board of Directors, 
            exempt auditors (including 
            a person who was an auditor 
            before) from their liabilities 
            for their acts stipulated under 
            Article 423, paragraph 1 of 
            the Company Law to the extent 
            permitted by law in accordance 
            with the provision of Article 
            426, paragraph 1 of the Company 
            Law. 
--------------------------------------------  ------------------------------------------ 
 (2) The Company may enter into                (2) The Company may enter into 
  an agreement with external                    an agreement with corporate 
  corporate auditors which limits               auditors which limits liability 
  liability for their acts stipulated           for their acts stipulated under 
  under Article 423, paragraph                  Article 423, paragraph 1 of 
  1 of the Company Law in accordance            the Company Law in accordance 
  with the provision of Article                 with the provision of Article 
  427, paragraph 1 of the Company               427, paragraph 1 of the Company 
  Law; provided, however, that                  Law; provided, however, that 
  the limitation of liability                   the limitation of liability 
  under such agreement shall                    under such agreement shall 
  be limited to the extent permitted            be limited to the extent permitted 
  by law.                                       by law. 
--------------------------------------------  ------------------------------------------ 
 

http://www.rns-pdf.londonstockexchange.com/rns/6149N_-2015-5-19.pdf

This information is provided by RNS

The company news service from the London Stock Exchange

END

STRSFESAUFISEDI