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Notice Concerning Partial Amendments of the Articles of Incorporation |
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Toyota Industries Corporation (hereinafter referred to as "Toyota Industries") announced that at the meeting of the Board of Directors held on May 25, 2009, Toyota Industries has decided to propose partial amendments of its Articles of Incorporation at the 131st Ordinary General Shareholders' Meeting scheduled to be held on June 19, 2009 as follows:
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- Reasons for Amendments
| 1) |
In accordance with the enforcement of the "Act for Partial Amendments to the Act Concerning Book-Entry Transfer of Corporate Bonds and Other Securities for the Purpose of Streamlining the Settlement for Trade of Stocks and Other Securities" (Act No. 88, 2004), Toyota Industries will delete the text regarding share certificates, beneficial shareholders and the beneficial shareholders' register from the provisions of its Articles of Incorporation and will make necessary amendments such as changes of and additions to other text. |
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| 2) |
In order to enhance the convenience of shareholders, Toyota Industries will provide provisions to introduce a system for requesting the sale of shares constituting less than one unit (tangen), and will make necessary amendments such as changes of and additions to other text. |
- Details of the Amendments
Details of the proposed amendments are as follows:
(Underlined part indicates amendments.)
| Current Articles of Incorporation |
Proposed Amendments |
| Chapter 2. Shares |
| (Issuance of Share Certificates) |
| Article 7. |
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The Company shall issue share certificates representing its issued shares. |
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| Chapter 2. Shares |
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| (Deleted) |
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| (Number of Shares Constituting One Unit (tangen) and Non-issuance of Shares Certificates for Shares Constituting Less Than One Unit (tangen)) |
| Article 8. |
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(Omitted) |
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2. |
Notwithstanding the preceding Article, the Company shall not issue share certificates representing its issued shares constituting less than one unit (tangen). Provided that this provision shall not apply if the Share Handling Regulations provide otherwise. |
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| (Number of Shares Constituting One Unit (tangen)) |
| Article 7. |
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(No Change) |
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(Deleted) |
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(New) |
| (Request for Sale of Shares Constituting Less Than One Unit (tangen)) |
| Article 8. |
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A shareholder holding shares constituting less than one unit (tangen) may request the Company to sell to him/her such amount of shares which will, when added together with the shares constituting less than one unit (tangen), constitute one unit (tangen) of stock (hereinafter referred to as the "Additional Purchase Request"). |
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| (Rights with respect to Shares Constituting Less Than One Unit (tangen)) |
| Article 9. |
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The shareholders of the Company (the shareholders hereinafter include the beneficial shareholders ) are not entitled to exercise any rights with respect to shares constituting less than one unit (tangen) held by the shareholders, other than the following rights: |
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(1) |
(Omitted) |
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(2) |
(Omitted) |
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(New) |
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| (Rights with respect to Shares Constituting Less Than One Unit (tangen)) |
| Article 9. |
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The shareholders of the Company are not entitled to exercise any rights with respect to shares constituting less than one unit (tangen) held by the shareholders, other than the following rights: |
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(1) |
(No Change) |
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(2) |
(No Change) |
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(3) |
the rights to request the Company for the Additional Purchase Request . |
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| (Transfer Agent) |
| Article 10. |
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(Omitted) |
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2. |
(Omitted) |
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3. |
The preparation and keeping of the Shareholders' Register (hereinafter including the beneficial shareholders' register ), the Lost Stock Certificates' Register and the Stock Acquisition Rights' Register of the Company, and any other matters relating to the Shareholders' Register, the Lost Stock Certificates' Register and the Stock Acquisition Rights' Register of the Company shall be handled by the transfer agent and not by the Company. |
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| (Transfer Agent) |
| Article 10. |
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(No Change) |
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2. |
(No Change) |
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3. |
The preparation and keeping of the Shareholders' Register and the Stock Acquisition Rights' Register of the Company, and any other matters relating to the Shareholders' Register and the Stock Acquisition Rights' Register of the Company shall be handled by the transfer agent and not by the Company. |
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| (Share Handling Regulations) |
| Article 11. |
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Types of share certificates issued by the Company, the entry or recording into the Shareholders' Register, the Lost Stock Certificates' Register and the Stock Acquisition Rights' Register of the Company, repurchase of shares constituting less than one unit (tangen) and any other matters relating to the shares or the Stock acquisition rights shall be in accordance with provisions herein and the Share Handling Regulations established by the resolution of the Board of Directors. |
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| (Share Handling Regulations) |
| Article 11. |
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The entry or recording into the Shareholders' Register and the Stock Acquisition Rights' Register of the Company, repurchase of shares constituting less than one unit (tangen), the Additional Purchase Request and any other matters relating to the shares or the Stock acquisition rights shall be in accordance with provisions herein and the Share Handling Regulations established by the resolution of the Board of Directors. |
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(New) |
SUPPLEMENTARY PROVISIONS
(Established on June 19, 2009) |
| Article 1. |
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The preparation and keeping of the Lost Stock Certificates' Register of the Company, and any other matters relating to the Lost Stock Certificates' Register of the Company shall be handled by the transfer agent and not by the Company. |
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(New) |
| Article 2. |
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The preceding article and this article shall remain in effect until January 5, 2010 and be deleted as of January 6, 2010. |
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