May 18, 2007
Takeda Pharmaceutical Company Limited
Osaka, Japan, May 18, 2007 --- Takeda Pharmaceutical Company Limited ("Takeda") announced today that its Board of Directors Meeting held today revolved that partial amendments to the articles of incorporation will be proposed at the 131th Ordinary General Shareholders Meeting scheduled on June 28, 2007.
1. Reasons for Amendments
- (1)From the viewpoint of clarifying the management responsibilities of Directors and of further improving corporate governance of the Company, it is proposed that the term of office of Directors be shortened from two years to one year in Article 21; accordingly, it is also proposed that Paragraph 2 of Article 21 regarding adjustment of the term be deleted. In addition, it is proposed that, with respect to the term of office of the Directors elected at the 130th Ordinary Meeting of Shareholders, the provisions in force at that time apply, with such term of office being up to the time of the close of the ordinary general meeting of shareholders held in June 2008 and the supplementary provision effecting such transitional treatment be established.
- (2)It is proposed that provisions regarding exemption from liability of the Directors and Corporate Auditors be newly established in Article 27 (with respect to Directors) and Article 35 (with respect to Corporate Auditors), respectively, so that Directors and Corporate Auditors may fully play their expected roles and exercise their duties. In this respect, each of the Corporate Auditors has agreed to submit the proposal of the establishment of a new Article 27 to this general meeting of shareholders.
- (3)With the establishment of new articles, it is proposed that necessary amendments to numbering of articles be made accordingly.
2. Contents of the Amendments
The Company proposes to amend part of the current Articles of Incorporation as attached.
3. Effective date
June 28, 2007, upon 131th Ordinary General Shareholders Meeting of Takeda
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