Komatsu : Notice of Partial Amendments to the Articles of Incorporation
May 15, 2015 at 02:55 am EDT
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At the meeting of the Board of Directors held on May 15, 2015, Komatsu Ltd. ("Komatsu", Head office: Tokyo, President: Tetsuji Ohashi) resolved to propose the "Partial Amendments to the Articles of Incorporation" for resolution, as below, at the 146th Ordinary General Meeting of Shareholders to be held on June 24, 2015.
1. Reason of amendments
(1) The "Act for Partial Revision of the Companies Act of Japan" (Act No. 90 of 2014), which came into force on May 1, 2015, newly recognizes the signing of limited liability agreements with not just Outside Directors and Outside Audit & Supervisory Board Members, but also with Directors who have no involvement with the execution of business, etc. of the Company and Audit & Supervisory Board Members who are not Outside Audit & Supervisory Board Members of the Company. In accordance with these changes, the Company proposes to make necessary amendments to Article 27, Paragraph 2 and Article 34, Paragraph 2 of the current Articles of Incorporation to enable these Directors and Audit & Supervisory Board Members also to perform their expected roles fully. Note that approval has been received from each Audit and Supervisory Board Member for this item's proposal to amend Article 27, Paragraph 2 of the current Articles of Incorporation.
(2) The Company proposes to amend Article 21, Paragraph 2 of the current Articles of Incorporation and newly establish Paragraph 3 of the same article so that the President may be selected not only among Directors but also among Executive Officers in order to allow the optimal management structure to be flexibly built. In relation to this, the Company also proposes to amend Article 15, Paragraphs 1 and 2 of the current Articles of Incorporation that stipulate the person who convenes a General Meeting of Shareholders and the person who presides as the chairperson thereof.
(3) The Company introduced the Executive Officer System in 1999, and has since worked to separate management decision making and supervisory functions from executive functions to the extent permitted by laws and regulations. In conjunction with the amendment in (2) above, the Company proposes to newly establish provisions related to Executive Officers in Article 27 of the Articles of Incorporation to clarify the method to appoint Executive Officers and roles of Executive Officers.
(4) In accordance with the establishment of Article 27 mentioned in (3) above, the Company proposes to change the number of articles in the Articles of Incorporation.
2. Details of amendments
The details of the proposed amendments are set out in the attached.
Information in the news releases is current on the date of the announcement and is subject to change without notice.
Komatsu Ltd. specializes in manufacturing and marketing of construction and mining operating materials. Net sales break down by family of products as follows:
- construction and mining operating materials (91.3%): hydraulic excavators, backhoe loaders, wheel loaders, graders, crawler excavators, forklifts, tunneling, bulldozers, forest tractors, etc.;
- other (6.6%): primarily industrial machines (grinders, press brakes, temperature control equipments, etc.).
The remaining sales (2.1%) are from financing activities.
Net sales are distributed geographically as follows: Japan (13.9%), China (4.7%), Asia and Oceania (21.4%), Americas (37.5%), Europe and CIS (15.7%), Africa and Middle East (6.8%).
KOMATSU LTD. 
