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As Of Filer Filing For·On·As Docs:Size Issuer Agent 8/02/07 Konami Corp 20-F 3/31/07 10:2.8M RR Donnelley/FA |
Document/Exhibit Description Pages Size
1: 20-F Annual Report HTML 2.19M
2: EX-1.1 Articles of Incorporation HTML 53K
3: EX-1.2 Share Handling Regulations HTML 49K
4: EX-1.3 Regulations of the Board of Directors HTML 50K
5: EX-1.4 Regulations of the Board of Corporate Auditors HTML 91K
6: EX-8.1 List of Subsidiaries HTML 14K
7: EX-12.1 Certification of the Chief Executive Officer HTML 15K
Required by Rule 13A-14(A)
8: EX-12.2 Certification of the Chief Financial Officer HTML 15K
Required by Rule 13A-14(A)
9: EX-13.1 Certification of the CEO Required by Rule HTML 8K
13A-14(B) and the United States Code
10: EX-13.2 Certification of the CFO Required by Rule HTML 8K
13A-14(B) and the United States Code
| Articles of Incorporation |
Exhibit 1.1
CHAPTER I: GENERAL PROVISIONS
Article 1 (Trade Name)
The name of the Company is Konami Kabushiki Kaisha, being expressed as “KONAMI CORPORATION” in English.
Article 2 (Purposes)
The purpose of the Company shall be to own shares of companies which run the following businesses or a foreign company which runs equivalent businesses, and be engaged in the control and administration of the subject companies’ business activities as well as implementation of operations incidental to such activities.
| 1. | Research, development, manufacture and distribution of software and hardware relating to electric appliances and electronic components; |
| 2. | Planning, production, manufacture, rental and distribution of music, audio and visual software (including disks, tape and film, etc.); production and acquisition of master copies, and transferal or usage permission thereof; |
| 3. | Acquisition, management, promotion of usage and development of music copyright and related performance rights, and transferal or usage permission thereof; |
| 4. | Planning, production and distribution of books, magazines, sheet music and other publications; |
| 5. | Development, manufacture and distribution of toys; |
| 6. | Design of character products (with images of people, animals, etc. which have unique names or characters); |
| 7. | Planning, production, distribution on the Internet and Internet related services; |
| 8. | Gathering, online distribution, processing and online sales of information, pictures and music using electrical communication and electrical communication related services; |
| 9. | Information processing services and information reporting services; |
| 10. | Management and control of sports facilities, amusement arcades, restaurants, accommodations, hot spring bathing facilities, saunas and parking lots; |
| 11. | Management of schools for training and educating sport instructors, producers of digital content (application software for digital technology) and producers of computer software; |
| 12. | Medical treatment services and beauty services; |
| 13. | Distribution of soft drinks, foods, alcoholic beverages, sports gear, clothing and computer game machines; |
| 14. | Advertising agency, insurance agency, broadcasting business, travel agency and leisure business including tour, sports, etc.; |
| 15. | Purchase and sale of antiques; |
| 16. | Sale, purchase, lease, blockage and management of real estate; |
| 17. | Job placement; |
| 18. | General lease business and finance business; |
| 19. | Holding of and investment in securities; |
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| 20. | Acquisition and management of copyrights, trademark rights, design rights, performance rights and rights to produce records and videos related to the preceding items; |
| 21. | Import, export and agency business related to each of the preceding items; |
| 22. | Investment in the party in charge of the business specified in the preceding items; and |
| 23. | Any and all businesses incidental to any of the preceding items. |
Article 3 (Location of Head Office)
The Company shall have its head office in Minato-ku, Tokyo.
Article 4 (Governing Bodies)
The Company shall have a Board of Directors, Corporate Auditors, a Board of Corporate Auditors and Accounting Auditors.
Article 5 (Method of Public Notice)
Public notices of the Company shall be published electronically. In cases where accident or other unavoidable circumstances preclude online publication, notices shall be carried in the Nihon Keizai Shimbun.
CHAPTER II: SHARES
Article 6 (Total Number of Shares Authorized to be Issued)
The total number of shares authorized to be issued by the Company shall be four hundred fifty million (450,000,000).
Article 7 (Issuance of Share Certificates)
The Company shall issue share certificates for its shares.
Article 8 (Acquisition of the Company’s Own Shares)
In accordance with the provisions of Article 165, paragraph 2 of the Corporate Law, the Company may acquire its own shares through market transactions by resolution of the Board of Directors.
Article 9 (Number of Shares Constituting One Unit and Non-Issuance of Share Certificates Constituting Less than One Unit)
| 1. | The number of shares of the Company which constitute one (1) unit shall be one hundred (100). |
| 2. | The Company shall not issue any share certificates for shares constituting less than one (1) unit (“Shares Constituting Less than One Unit”); unless otherwise provided for in the Share Handling Regulations. |
Article 10 (Rights concerning Shares Constituting Less than One Unit)
Shareholders of the Company holding Shares Constituting Less than One Unit (including beneficial shareholders, hereinafter the same) cannot exercise their rights as shareholders other than as enumerated below:
| (1) | rights provided for in each item of Article 189, Paragraph 2 of the Corporate Law; |
| (2) | rights provided for in Article 166, Paragraph 1 of the Corporate Law; |
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| (3) | rights of shareholders to subscribe for shares or stock acquisition rights in accordance with the number of shares they hold; and |
| (4) | rights to make a request provided for in Article 11 hereof. |
Article 11 (Requests for purchase of fractional unit shares)
| 1. | Shareholders shall have the right to request that the Company sell to them that number of shares which will bring their current holdings numbering less than one unit up to one unit. |
| 2. | The periods for such requests of additional shares, the methods required to be used, etc., shall be governed by rules established by the Board of Directors. |
Article 12 (Administrator of Shareholders’ Register)
| 1. | The Company shall appoint an administrator of the shareholders’ register. |
| 2. | The administrator of the shareholders’ register and its handling office shall be designated by resolution of the Board of Directors, and public notice thereof shall be given. |
| 3. | The preparation and retention of the register of shareholders (including register of beneficial shareholders, hereinafter the same), ledger of stock acquisition rights and register of lost share certificates of the Company or any other business related thereto shall be entrusted to the administrator of shareholders’ register and shall not be handled by the Company. |
Article 13 (Share Handling Rules)
The handling business relating to shares of the Company and fees thereof shall be subject to the provisions of the Share Handling Regulations determined by the Board of Directors as well as laws and regulations and these Articles of Incorporation.
Article 14 (Convocation)
An ordinary general meeting of shareholders of the Company shall be convened in June of each year and an extraordinary general meeting of shareholders shall be convened from time to time whenever necessary. Such general meetings of shareholders shall be held within the wards in Tokyo.
Article 15 (Record Date for Ordinary General Meeting of Shareholders)
The record date for the determination of voting rights at the Company’s ordinary general meeting of shareholders shall be March 31st of each year.
Article 16 (Convener and Chairperson)
Chairman or President shall convene the general meetings of shareholders of the Company and act as a chairperson. If both Chairman and President are unable to act in this capacity, one of the other Directors shall take his/her place in the order previously determined by a resolution of the Board of Directors.
Article 17 (Internet Disclosure of Reference Documents, etc. and Deemed Provision Thereof)
In convening a general meeting of shareholders, the Company may, pursuant to the relevant regulation issued by the Ministry of Justice, deem that it has duly provided its shareholders with the information which must be mentioned or displayed in the reference document of a general meeting of shareholders, business report, financial statements and consolidated financial statements by disclosing such information using the Internet.
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Article 18 (Method of Resolution)
| 1. | Unless otherwise provided for by laws and regulations or these Articles of Incorporation, resolutions at a general meeting of shareholders shall be approved by the majority of the voting rights of the shareholders present who are entitled to exercise their voting rights at said meeting. |
| 2. | Extraordinary resolutions, subject to Article 309, Paragraph 2 of the Corporate Law, can be made by a two-thirds vote of the shareholders present, who possess one-third or more of the voting rights of the shareholders who are entitled to exercise their voting rights at said meeting. |
Article 19 (Exercise of Voting Rights by Proxy)
A shareholder may exercise his/her voting right by one (1) proxy who is also a shareholder having voting right of the Company; provided, however, that such shareholder or proxy submits to the Company documents evidencing his/her authority at the general meeting of shareholders at which the proxy is voting on behalf of the shareholder.
CHAPTER IV: DIRECTORS AND THE BOARD OF DIRECTORS
Article 20 (Number of Directors)
The number of Directors of the Company shall not be more than twelve (12).
Article 21 (Election of Directors)
| 1. | Directors of the Company shall be elected at a general meeting of shareholders. |
| 2. | Directors of the Company shall be elected by the majority of the voting rights of shareholders present at a general meeting of shareholders who have one third (1/3) or more of the voting rights of the shareholders entitled to exercise their voting rights thereat. |
| 3. | The election of Directors of the Company shall not be made by a cumulative voting. |
Article 22 (Term of Office of Directors)
| 1. | The term of office of Directors of the Company shall expire upon the conclusion of the ordinary general meeting of shareholders with respect to the last business year ending within one (1) year after their election. |
Article 23 (Representative Directors and Directors with Title)
| 1. | Director(s) who represent the Company shall be appointed at a meeting of the Board of Directors. |
| 2. | The President and Director and any other Directors with specific titles shall be appointed at a meeting of the Board of Directors. |
Article 24 (Convocation of the Meeting of the Board of Directors and Chairperson)
| 1. | Chairman or President shall convene a meeting of the Board of Directors and act as a chairperson unless otherwise provided for by laws or regulations. If both Chairman and President are unable to act in this capacity, one of the other Directors shall take his/her place in the order previously determined by a resolution of the Board of Directors. |
| 2. | Notice of convocation of a meeting of the Board of Directors shall be dispatched to each Director and Corporate Auditor three (3) days prior to the date of such meeting; provided, however, that such period may be shortened in case of emergency. |
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| 3. | With the consent of all the Directors and Corporate Auditors, a meeting of the Board of Directors may be held without complying with the convocation procedures. |
Article 25 (Omission of Resolution of the Board of Directors)
In case where requirements as provided for in Article 370 of the Corporate Law are satisfied, the Company deems that relevant resolutions of the Board of Directors shall have been duly made.
Article 26 (Regulations of the Board of Directors)
Matters regarding the Board of Directors of the Company shall be determined pursuant to the Regulations of the Board of Directors unless otherwise provided for by laws, regulations or these Articles of Incorporation.
Article 27 (Remuneration, etc.)
The remuneration for Directors, annual bonus and other proprietary benefits received from the Company as consideration for execution of their duties (hereinafter referred to as “Remuneration, etc.”) shall be determined by resolution of a general meeting of shareholders.
Article 28 (Limited Liability Contracts with External Directors)
In accordance with the provisions of Article 427, Paragraph 1 of the Corporate Law, the Company may enter into contracts with External Directors under which their liabilities provided for in Article 423, Paragraph 1 of the said law shall be restricted.
CHAPTER V: CORPORATE AUDITORS AND THE BOARD OF CORPORATE AUDITORS
Article 29 (Number of Corporate Auditors)
The number of Corporate Auditors of the Company shall not be more than five (5).
Article 30 (Election of Corporate Auditors)
| 1. | Corporate Auditors of the Company shall be elected at a general meeting of shareholders. |
| 2. | Corporate Auditors of the Company shall be elected by the majority of the voting rights of shareholders present at a general meeting of shareholders who have one third (1/3) or more of the voting rights of the shareholders entitled to exercise their voting rights thereat. |
Article 31 (Term of Office of Corporate Auditors)
| 1. | The term of office of Corporate Auditors of the Company shall expire upon the conclusion of the ordinary general meeting of shareholders with respect to the last business year ending within four (4) year after their election. |
| 2. | The term of office of the Corporate Auditor elected to fill a vacancy of a retired Corporate Auditor shall expire when such predecessor’s full term of office would have expired. |
Article 32 (Standing Corporate Auditors)
The Board of Corporate Auditors shall, by resolution thereof, elect Standing Corporate Auditors from among the Corporate Auditors.
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Article 33 (Notice of Convocation of the Meeting of the Board of Corporate Auditors)
| 1. | Notice of convocation of a meeting of the Board of Corporate Auditors shall be dispatched to each Corporate Auditor three (3) days prior to the date of such meeting; provided, however, that such period may be shortened in case of emergency. |
| 2. | If the consent of all Corporate Auditors is obtained, a meeting of the Board of Corporate Auditors may be held without following the procedures for convening the meeting. |
Article 34 (Regulations of the Board of Corporate Auditors)
Matters regarding the Board of Corporate Auditors shall be determined pursuant to the Regulations of the Board of Corporate Auditors unless otherwise provided for by laws, regulations or these Articles of Incorporation.
Article 35 (Remuneration, etc.)
The Remuneration, etc. for Corporate Auditors, shall be determined by resolution of a general meeting of shareholders.
Article 36 (Limited Liability Contracts with External Corporate Auditors)
In accordance with the provisions of Article 427, Paragraph 1 of the Corporate Law, the Company may enter into contracts with External Corporate Auditors under which their liabilities provided for in Article 423, Paragraph 1 of the said law shall be restricted.
CHAPTER VI: ACCOUNTS
Article 37 (Business Year)
The business year of the Company shall commence on April 1 of every year and end on March 31 of the following year.
Article 38 (Governing Bodies to Determine Distribution of Surplus, etc.)
The Company shall determine the matters listed in each Item of Article 459, Paragraph 1 of the Corporate Law, including distribution of surplus, by resolution of the Board of Directors, and not by resolution at a general meeting of shareholders, unless otherwise provided for by laws or regulations.
Article 39 (Base Date for Distribution of Surplus)
| 1. | The base date for dividends of the Company shall be March 31st of each year. |
| 2. | The base date for interim dividends of the Company shall be September 30th of each year. |
| 3. | In addition to the dates referred to in the preceding two paragraphs, the Company may set a base date and distribute surplus on such date. |
Article 40 (Prescription of Dividends)
In the case of cash dividends, the Company shall be exempted from the obligation of paying them if they remain unreceived for three (3) years after the date of the commencement of payment thereof.
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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/22/08 SEC UPLOAD¶ 9/28/17 1:19K Konami Corp. 6/03/08 SEC UPLOAD¶ 9/28/17 1:28K Konami Corp. 5/01/08 SEC UPLOAD¶ 9/28/17 1:44K Konami Corp. 3/13/08 SEC UPLOAD¶ 9/28/17 1:35K Konami Corp. 1/04/08 SEC UPLOAD¶ 9/28/17 1:31K Konami Corp. 11/16/07 SEC UPLOAD¶ 9/28/17 1:33K Konami Corp. 9/20/07 SEC UPLOAD¶ 9/28/17 1:60K Konami Corp. |