HOME > Press Releases > Notice of Partial Amendments to the Articles of Incorporation

Notice of Partial Amendments to the Articles of Incorporation

Nippon Television Network Corporation (hereinafter referred to as the "Company") hereby notifies you that, at the board of directors' meeting held on May 14, 2009, the Company resolved to refer a proposal to make "Partial Amendments to the Articles of Incorporation" to the 76th ordinary general meeting of shareholders scheduled to be held on June 26, 2009, as follows:


1. Reasons for Amendments to the Articles of Incorporation
Following the enforcement of the "Act for Partial Revisions of the Act on Book-entry Transfer of Corporate Bonds, etc. in order to Rationalize the Settlement related to Transaction of Shares, etc." (Act No. 88 of 2004; hereinafter referred to as the "Settlement Rationalization Act") as of January 5, 2009 (hereinafter referred to as the " Enforcement Date"), the revisions shall be made as follows.

  1. In accordance with Article 6, Paragraph 1 of the Supplementary Provisions of the Settlement Rationalization Act, since the resolution of amendment of the Articles of Incorporation that abolishes the provision of the Articles of Incorporation concerning the issuance of share certificates is deemed to be approved as of the Enforcement Date, Article 7 of the current Articles of Incorporation shall be deleted and the language concerning share certificates shall be deleted and amended; provided, however, that the registry for loss of share certificates should be prepared and maintained for a period of one (1) year from the following day of the Enforcement Date, therefore, the required provision shall be established in the Supplementary Provisions.
  2. In accordance with the abolishment of the "Act on Depository and Book-Entry Transfer System of Stock" (Act No. 30 of 1984), the language concerning the substantial shareholders and the substantial shareholders' register shall be deleted or amended.
  3. In conjunction with the amendments above, the numbering of the articles, etc. shall be changed.

2. Detailed Amendments to the Articles of Incorporation
The detailed amendments to the Articles of Incorporation are as follows.

(2) As for our non-broadcasting businesses, there has been continuous and tremendous progress in areas such as the media commerce and movie businesses.
(The underlined portions have been changed.)
Current Article Proposed Amendments
Article 7. (Issuance of Share Certificates)
The Company shall issue share certificates representing its issued shares.


Article 8. (Article Omitted)

Article 9. (Non-issuance of Share Certificates of Shares Less Than One Voting Unit)
Notwithstanding the provision of Article 7 of these Articles of Incorporation, the share certificates pertaining to the shares less than one voting unit shall not be issued, except for the cases provided in the provisions of the Share Handling Regulations.


Article 10. (Rights pertaining to Shares Less Than One Voting Unit)
A shareholder of the Company (including a substantial shareholder, the same shall apply hereinafter) shall not have rights other than the rights mentioned below pertaining to shares less than one voting unit:
(1) the rights described in the provisions of respective items of Article 189, Paragraph 2 of the Company Law;
(2) the right to demand the Company purchase shares from such shareholders under Article 166, Paragraph 1 of the Company Law; and
(3) the right to receive the allocation of shares or the share acquisition rights, proportionate to the shares the shareholder then owns, in the event the Company offers its shares or share acquisition rights.

Article 11. (Article Omitted)

Article 12. (Restriction on Description or Record of Foreign Nationals and so forth on Shareholders' Register)
1. If, in case where the Company is requested by the persons mentioned in the following items (1) through (4) (hereinafter referred to as "Foreign Nationals and so forth") to describe or record such persons' name or appellation or address, etc. on the shareholders' register (including the substantial shareholders' register, the same shall apply hereinafter), accepting such request causes the total percentage (the "Percentage of the Voting Rights of Foreign Nationals and so forth") of (i) the voting rights directly held by such persons mentioned in the following items (1) through (3), and (ii) the voting rights prescribed by the Ministry of Internal Affairs and Communications Ordinance as being indirectly held by such persons mentioned in the following items (1) through (3) through the persons mentioned in the following item (4) to account for one-fifth (1/5) or more of the voting rights of the Company, the Company may refuse to describe or record the name or appellation or address, etc. of such Foreign Nationals and so forth on the shareholders' register (including a substantial shareholder, the same shall apply hereinafter) in accordance with the provisions of the Broadcast Law:
(1) persons who are not of Japanese nationality;
(2) foreign governments or representatives thereof;
(3) foreign companies or organizations; and
(4) companies or organizations whose voting rights are directly held by each person mentioned in any of the preceding items, at the same or a greater rate than that prescribed by the Ministry of Internal Affairs and Communications Ordinance.
2. Except in the case of the preceding paragraph, if an increase in the percentage of the voting rights indirectly held by persons mentioned in the Items (1) through (3) of the preceding paragraph and held through the persons mentioned in the Item (4) of the preceding paragraph makes the Percentage of the Voting Rights of Foreign Nationals and so forth account for one-fifth (1/5) or more of the voting rights of the Company in case where all of the shares that are held by or deemed to be held by the persons mentioned in the Item (4) of the preceding paragraph and described or recorded in the shareholders' register are deemed as having voting rights, the Company may restrict such voting rights pursuant to the Radio Law.

Article 13. (Shareholder Register Manager)
1. The Company shall appoint a shareholder register manager.
2. The shareholder register manager and its handling office shall be determined by a resolution of the Board of Directors, and given public notice.
3. The Company shall entrust the shareholder register manager with tasks such as (i) preparing the shareholders' register, the registry for stock acquisition rights and the registry for loss of share certificates of the Company, (ii) maintaining the shareholders' register, the registry for stock acquisition rights and the registry for loss of share certificates of the Company and (iii) other business concerning the shareholders' register, the registry for stock acquisition rights and the registry for loss of share certificates of the Company. The Company, itself, shall not handle the above matters directly.

Article 14. - Article 46. (Articles omitted)

[New Article]

[Deleted]



Article 7. (No Amendments)

[Deleted]








Article 8. (Rights pertaining to Shares Less Than One Voting Unit)
A shareholder of the Company shall not have rights other than the rights mentioned below pertaining to shares less than one voting unit:
(1) the rights described in the provisions of respective items of Article 189, Paragraph 2 of the Company Law;
(2) the right to demand the Company purchase shares from such shareholders under Article 166, Paragraph 1 of the Company Law; and
(3) the right to receive the allocation of shares or the share acquisition rights, proportionate to the shares the shareholder then owns, in the event the Company offers its shares or share acquisition rights.



Article 9. (No Amendments)

Article 10. (Restriction on Description or Record of Foreign Nationals and so forth on Shareholders' Register)
1. If, in case where the Company is requested by the persons mentioned in the following items (1) through (4) (hereinafter referred to as "Foreign Nationals and so forth") to describe or record such persons' name or appellation or address, etc. on the shareholders' register, accepting such request causes the total percentage (the "Percentage of the Voting Rights of Foreign Nationals and so forth") of (i) the voting rights directly held by such persons mentioned in the following items (1) through (3), and (ii) the voting rights prescribed by the Ministry of Internal Affairs and Communications Ordinance as being indirectly held by such persons mentioned in the following items (1) through (3) through the persons mentioned in the following item (4) to account for one-fifth (1/5) or more of the voting rights of the Company, the Company may refuse to describe or record the name or appellation or address, etc. of such Foreign Nationals and so forth on the shareholders' register in accordance with the provisions of the Broadcast Law:
(1) persons who are not of Japanese nationality;
(2) foreign governments or representatives thereof;
(3) foreign companies or organizations; and
(4) companies or organizations whose voting rights are directly held by each person mentioned in any of the preceding items, at the same or a greater rate than that prescribed by the Ministry of Internal Affairs and Communications Ordinance.
2. Except in the case of the preceding paragraph, if an increase in the percentage of the voting rights indirectly held by persons mentioned in the Items (1) through (3) of the preceding paragraph and held through the persons mentioned in the Item (4) of the preceding paragraph makes the Percentage of the Voting Rights of Foreign Nationals and so forth account for one-fifth (1/5) or more of the voting rights of the Company in case where all of the shares that are held by or deemed to be held by the persons mentioned in the Item (4) of the preceding paragraph and described or recorded in the shareholders' register are deemed as having voting rights, the Company may restrict such voting rights pursuant to the Radio Law.




Article 11. (Shareholder Register Manager)
1. The Company shall appoint a shareholder register manager.
2. The shareholder register manager and its handling office shall be determined by a resolution of the Board of Directors, and given public notice.
3. The Company shall entrust the shareholder register manager with tasks such as (i) preparing the shareholders' register and the registry for stock acquisition rights of the Company, (ii) maintaining the shareholders' register and the registry for stock acquisition rights of the Company and (iii) other business concerning the shareholders' register and the registry for stock acquisition rights of the Company. The Company, itself, shall not handle the above matters directly.




Article 12. - Article 44. (No amendments)

Supplementary Provisions
Article 1.
The Company shall entrust the shareholder register manager with tasks such as preparing and maintaining, and with other business concerning the registry for loss of share certificates of the Company. The Company, itself, shall not handle the above matters directly.

Article 2.
The preceding article and this article shall remain effective until January 5, 2010, and the preceding article and this article shall be deleted upon the lapse of such date.


3.Schedule
Scheduled date to hold the general meeting of shareholders to amend the Articles of Incorporation:
June 26, 2009 (Friday)

Scheduled effective date of the amended Articles of Incorporation:
June 26, 2009 (Friday)

Previous Page| Press Release Home |Next Page