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May 19, 2015
OKASAN SECURITIES GROUP INC.
At its meeting held on May 19, 2015, the Board of Directors of Okasan Securities Group Inc. decided to present at its regular general meeting of shareholders scheduled for June 26, 2015 a resolution containing a partial amendment to the Articles of Association.
1. Purposes of this amendment to the Articles of Association
As announced March 25, 2015, Okasan Securities Group has settled on a policy of transitioning into a company with an audit and supervisory committee. This amendment to the Articles of Association includes changes required by this policy in addition to other changes for purposes including the enabling of the dynamic execution of returns to shareholders and related capital policies. Details of the major changes are outlined below.
- Changes related to a transition into a company with an audit and supervisory committee
In addition to the changes required for a transition into a company with an audit and supervisory committee (including the establishment of new provisions), the term of office of directors other than those who are members of the audit and supervisory committee will be shortened from the current term of two years to one year. - Changes to enable the dynamic execution of returns to shareholders and related capital policies
In addition to stipulating that the items described under each subparagraph of Article 459, Paragraph 1 of the Companies Act regarding acquisition of own shares, dividends of surpluses, and other matters shall be determined through a resolution of the Board of Directors rather than a general meeting of shareholders, new provisions will be added concerning dividends of surpluses other than year-end dividends. - Changes for a conclusion of contracts exempting directors from liability within the limits prescribed by law
New provisions will be added stipulating that the company may conclude contracts exempting directors (not including Executive Directors, etc.) from liability within the limits prescribed by law.
Each of the auditors has consented to the establishment of this provision.
2. Details of amendments to the Articles of Association
See the attached document (a comparison of the Articles of Association before and after this amendment, in Japanese only) for further details on these amendments.
3. Schedule
Scheduled date of general meeting of shareholders to amend the Articles of Association
June 26, 2015
Effective date of amendments to the Articles of Association
June 26, 2015